ProjectLeadership CommitmentLetter SeniorSecured Credit Facilities SeniorUnsecured Bridge Facility

Citi will act as sole administrative agent and collateral agent (in such capacities, the “Term Loan Administrative Agent”) for a syndicate of banks, financial institutions, investors and other lenders, excluding any Disqualified Institutions, in respect of the Term Loan Facility, and will perform the duties customarily associated with such roles.

WF will act as sole syndication agent (in such capacity, the “Term Loan B Syndication Agent” and, together with the Term Loan Administrative Agent, the “Term Loan B Agents”), and will perform the duties customarily associated with such role.

Citi and WF, together with any other joint bookrunner or joint lead arranger appointed pursuant to the Commitment Letter, will each act as joint bookrunner and joint lead arranger (collectively, in such capacities, the “Arrangers”) for the Term Loan Facility referred to below, and will perform the duties customarily associated with such roles.

A seven-year senior secured term loan B facility in an aggregate principal amount of up to $450,000,000 (the “Term Loan Facility”).

The proceeds of the Term Loan Facility will be used by the Borrower on the Closing Date to consummate the Transactions, including the payment of fees, costs and expenses in connection therewith.

The full amount of the Term Loan Facility must be drawn in a single drawing on the Closing Date. Amounts borrowed under the Term Loan Facility and repaid may not be reborrowed.

The Term Loan Facility will mature on the date that is seven years after the Closing Date. The Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the initial aggregate principal amount of the Term Loan Facility, with the balance due on the maturity of the Term Loan Facility.

The Borrower shall be entitled on one or more occasions to incur additional term loans (the “Incremental Term Loans”) under (x) the Term Loan Facility (each, an “Incremental Term Increase”), or (y) a newly established tranche of term loans (an “Incremental Term Facility”); the Incremental Term Increases and Incremental Term Facilities are collectively referred to herein as “Incremental Facilities”), in each case under the Operative Documents and in an aggregate principal amount not to exceed the greater of (A) $250,000,000 and (B) such other amount, so long as on a pro forma basis after giving effect to the incurrence of any such Incremental Facility (and after giving effect to any acquisition consummated concurrently therewith and all other appropriate pro forma adjustment events and calculated as if any Incremental Facility were fully drawn on the effective date thereof), the senior secured leverage ratio (to be defined in a manner to be reasonably agreed) is equal to or less than 3.00 to 1.00; provided that (i) no default or event of default exists or would exist after giving effect thereto (provided that, in the case of any such Incremental Facility used to finance a permitted acquisition and to the extent the lenders participating therein agree, this clause (i) shall be tested only at the time of the execution of the acquisition agreement related to such permitted acquisition), (ii) the representations and warranties contained in the Operative Documents shall be true and correct in all material respects (or, in all respects, if qualified by materiality) (provided that, in the case of any such Incremental Facility used to finance a permitted acquisition and to the extent the lenders participating therein agree, this clause (ii) shall be subject to customary “SunGard” provisions), (iii) the loans under any such Incremental Facility shall benefit from the same guarantees as, and be secured on an equal and ratable basis by the same Collateral (as defined below) securing the Term Loan Facility, (iv) the loans under any such Incremental Term Increase shall be on the same terms as the Term Loan Facility (including voluntary and mandatory prepayment provisions), (v) in the case of an Incremental Term Facility, the “effective yield” on the respective Incremental Term Loans (which shall be deemed to take account of interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life of such Incremental Term Loans and (B) four years) payable to all lenders providing such Incremental Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such Incremental Term Loans) may exceed the then “effective yield” on the loans under the Term Loan Facility (determined on the same basis as provided in the preceding parenthetical), if the “effective yield” on the loans under the Term Loan Facility (determined on the same basis as provided in the second preceding parenthetical) is increased to be not less than 0.50% lower than the “effective yield” on such Incremental Term Loans, (vi) in the case of an Incremental Term Facility, the final stated maturity date for the Incremental Term Loans under such Incremental Term Facility may be identical to or later (but not earlier) than the final stated maturity date of the loans under the Term Loan Facility, (vii) in the case of an Incremental Term Facility, the weighted average life to maturity of the Incremental Term Loans under such Incremental Term Facility shall not be shorter than the weighted average life to maturity of the loans under the Term Loan Facility, (viii) the Term Loan Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by such Agent and (ix) the terms of any Incremental Term Facility (except as otherwise specifically addressed in the foregoing clauses of this provision) shall otherwise be reasonably satisfactory to the Term Loan Administrative Agent.

The Borrower may seek commitments in respect of Incremental Term Increases or Incremental Term Facilities from existing Lenders or affiliates thereof (each of which shall be entitled to agree or decline to participate in its sole discretion) and, subject to the Term Loan Administrative Agent’s consent (not to be unreasonably withheld or delayed) additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith.

Nothing contained herein or in the Commitment Letter constitutes, or shall be deemed to constitute, a commitment by any person to provide any Incremental Term Increase or Incremental Term Facility.

All obligations of the Borrower under the Term Loan Facility will be unconditionally guaranteed on a joint and several basis and on a senior secured basis (the “Guarantees”) by each direct or indirect domestic subsidiary of the Borrower (whether owned on the Closing Date or formed or acquired thereafter, including any such subsidiary acquired in the Acquisition) (the “Guarantors”), in each case subject to customary exceptions and limitations to be substantially the same as those applicable to the guarantee requirements of the ABL Facility described under the caption “Guarantees” in Exhibit C to the Commitment Letter.

Subject to the Limited Conditionality Provisions, all obligations of the Borrower under the Term Loan Facility and the Guarantees will be secured (1) on a first-priority basis by substantially all the assets of the Borrower and each of the Guarantors, whether owned on the Closing Date or thereafter acquired consisting of the Term Loan Priority Collateral (as defined in Exhibit C to the Commitment Letter), including but not limited to: (a) a perfected first-priority pledge of all the equity interests of any subsidiary held by the Borrower or any Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary) and (b) perfected first-priority security interests in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each Guarantor not constituting ABL Priority Collateral and (2) on a second-priority basis (junior only to the security interest securing obligations under the ABL Facility) with respect to the ABL Priority Collateral (as defined in Exhibit C to the Commitment Letter), except, in the case of each of clauses (1) and (2), Excluded Assets (as defined in Exhibit C to the Commitment Letter), and in each case subject to customary exceptions to be mutually agreed. “Collateral” means the Term Loan Priority Collateral and the ABL Priority Collateral.

Intercreditor Agreement:

The loans under the Term Loan Facility shall be prepaid with (a) 50% of Excess Cash Flow (to be defined in a manner to be mutually agreed), with reductions to 25% and 0% based upon achievement and maintenance of a senior secured leverage ratio to be mutually agreed, (b) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Borrower and its subsidiaries (including proceeds from the sale of equity securities of any subsidiary of the Borrower to a third-party and insurance and condemnation proceeds) (subject to exceptions and reinvestment provisions to be agreed upon consistent with the applicable Documentation Principles), provided that the Operative Documents shall provide that in the case of mandatory prepayments in respect of any asset sale of ABL Priority Collateral or loss event in respect thereof, the net proceeds thereof may be applied to prepay the ABL Facility in lieu of the Term Loan Facility if required under the terms of the applicable ABL Facility documents consistent with the applicable Documentation Principles and (c) 100% of the net cash proceeds of issuances, offerings or placements of debt of the Borrower and its subsidiaries excluding debt permitted to be incurred under the Operative Documents.

The above-described mandatory prepayments shall be allocated pro rata among the outstanding loans under the Term Loan Facility, and shall be applied pro rata to reduce the remaining scheduled principal payments under the Term Loan Facility.

Voluntary prepayments with respect to the Term Loan Facility may be made at any time, on three business days’ notice in the case of a prepayment of LIBOR Loans, or one business day’s notice in the case of a prepayment of Base Rate Loans, without premium or penalty (except as otherwise provided below under the caption “Call Protection”), in minimum principal amounts to be agreed; provided that voluntary prepayments of LIBOR Loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs. Each voluntary prepayment of loans under the Term Loan Facility shall be applied to the remaining installments thereof as directed by the Borrower.

The occurrence of any Repricing Event (as defined below) prior to the date that is six months after the Closing Date will require payment of a fee (the “Prepayment Fee”) in an amount equal to 1.00% of the aggregate principal amount of the loans under the Term Loan Facility subject to such Repricing Event.

As used herein, the term “Repricing Event” shall mean (i) any prepayment or repayment of loans under the Term Loan Facility with the proceeds of, or any conversion of all or any portion of the loans under the Term Loan Facility into, any new or replacement indebtedness bearing interest (or that could bear interest after satisfaction of conditions) with an “effective yield” (which shall (x) be deemed to take account of interest rate benchmark floors, recurring fees and all other upfront or similar fees and original issue discount (amortized over the shorter of (A) the weighted average life of such new or replacement indebtedness and (B) four years) and (y) exclude any structuring, commitment and arranger fees or other similar fees unless such similar fees are paid to all lenders generally in the primary syndication of such new or replacement indebtedness) that is less than the “effective yield” applicable to the loans under the Term Loan Facility (as such comparative yields are reasonably determined by the Term Loan Administrative Agent) and (ii) any amendment to the Operative Documents that reduces the “effective yield” applicable to the loans under the Term Loan Facility (it being understood that any Prepayment Fee with respect to a Repricing Event under this clause (ii) shall apply to any required assignment by (and be for the account of) a non-consenting Lender under the Term Loan Facility required to assign loans in connection with any such amendment pursuant to so-called “yank-a-bank” provisions).

At the Borrower’s option, loans under the Term Loan Facility may be maintained from time to time as (x) “Base Rate Loans”, which shall bear interest at the Base Rate in effect from time to time plus the Applicable Margin or (y) “LIBOR Loans”, which shall bear interest at the London interbank offered rate for U.S. dollars (adjusted for statutory reserve requirements) as determined by the Term Loan Administrative Agent for the respective interest period (or, if greater at any time, the LIBOR Floor, if applicable) plus the Applicable Margin.

“Applicable Margin” shall mean a percentage per annum equal to in the case of loans under the Term Loan Facility (x) maintained as Base Rate Loans, 2.00%, and (y) maintained as LIBOR Loans, 3.00%.

“Base Rate” shall mean the highest of (w) the rate that the Term Loan Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, (x) 1/2 of 1% in excess of the federal funds effective rate, (y) the London interbank offered rate for U.S. dollars for an interest period of one month (adjusted for statutory reserve requirements) plus 1.00% and (z) 2.00% per annum.

“LIBOR Floor” shall mean 1.00% per annum.

Interest periods of 1, 2, 3 and 6 months or, to the extent agreed to by all applicable Lenders, 12 months, shall be available in the case of LIBOR Loans.

Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each calendar quarter. Interest in respect of LIBOR Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any loans and at maturity. All interest on Base Rate Loans and LIBOR Loans shall be based on a 360-day year and actual days elapsed (or, in the case of Base Rate Loans determined by reference to the prime lending rate or the federal funds effective rate, a 365/366-day year and actual days elapsed).

Any principal payable under or in respect of the Term Loan Facility not paid when due shall bear interest at the applicable interest rate plus 2.00% per annum. Other overdue amounts (including overdue interest) with respect to the Term Loan Facility shall bear interest at the interest rate applicable to Base Rate Loans under the Term Loan Facility plus 2.00% per annum.

The loans under the Term Loan Facility will be issued to the Lenders participating in the Term Loan Facility at a price of 99.50% (or such greater or lower percentage pursuant to the terms of the Arranger Fee Letter) of their principal amount.

Notwithstanding the foregoing, (a) all calculations of interest and fees in respect of loans under the Term Loan Facility will be calculated on the basis of their full stated principal amount and (b) at the option of the Arrangers, any original issue discount may instead be effected in the form of an upfront fee to the applicable Lenders.

Financial Maintenance Covenant:

Representations and Warranties; Affirmative Covenants; Negative Covenants; Events of Default; Voting; Cost and Yield Protection; Assignments and Participation; Expenses and Indemnification; Governing Law; Forum:

The ABL Facility will consist of:

(a)      a senior secured revolving credit and letter of credit facility provided to US Borrowers of up to the US Loan Limit (the “US Facility”); and

(b)      a senior secured revolving credit and letter of credit facility provided to the Canadian Borrowers of up to the Canadian Loan Limit (the “Canadian Facility”).

The US Facility and the Canadian Facility are individually and collectively, the “ABL Facility.” The term “Maximum Credit” as used herein means the aggregate of the commitments of Lenders for the US Facility and the Canadian Facility.

A Canadian affiliate of ABL Administrative Agent may be the Lender for such Canadian facility and/or agent or sub-agent. Notwithstanding anything to the contrary contained herein, the ABL Loan Documents may include additional customary provisions to reflect applicable matters of Canadian law (whether Federal or Provincial). All references to “$” herein are to the lawful currency of the United States of America.

Loan Parties will appoint Holdings to act as the agent for Loan Parties for all purposes of dealing with ABL Administrative Agent, Issuing Banks, and Lenders, including requesting Revolving Loans and Letters of Credit.

Borrowers shall have the right one time during each 12 month period on such terms and conditions as ABL Administrative Agent and Borrowers may agree to decrease the US Loan Limit and contemporaneously increase the Canadian Loan Limit by the same amount (provided, that, in no event shall the Canadian Loan Limit be greater than the equivalent of $60,000,000).

Revolving Loans may be drawn, repaid and reborrowed.

A portion of the ABL Facility will be available for letters of credit arranged by ABL Administrative Agent and issued by an Issuing Bank (“Letters of Credit”) in an aggregate amount at any time outstanding not to exceed $40,000,000. Letters of Credit will reduce the amount of the Revolving Loans available under the applicable Borrowing Base and the applicable Loan Limit.

Letters of Credit will be issued by the Issuing Bank and each Lender will purchase an irrevocable and unconditional participation in each Letter of Credit.

If any Lender becomes a “Defaulting Lender”, then the Letter of Credit exposure of such Defaulting Lender will automatically be reallocated among the non-defaulting Lenders pro rata in accordance with their commitments under the Credit Facilities up to an amount such that the revolving credit exposure of each such non-defaulting Lender does not exceed its commitments. In the event such reallocation does not fully cover the exposure of such Defaulting Lender, the Issuing Bank may require the Borrowers to repay (or provide cash collateral for) such “uncovered” exposure in respect of the Letters of Credit and will have no obligation to provide Letters of Credit to the extent such Letters of Credit would result in the exposure of the non-defaulting Lenders exceeding their commitments.

A portion of the ABL Facility will be available as swing line loans (“Swing Line Loans”) with a sublimit on Swing Line Loans to Borrowers outstanding at any time in an amount up to $70,000,000 (allocated between the US Facility and Canadian Facility in amounts to be agreed). Swing Line Loans will reduce the amount of the Revolving Loans available under the applicable Borrowing Base and the applicable Loan Limit. The term “Revolving Loans” as used herein includes Swing Line Loans, except as otherwise provided herein.

Swing Line Loans will be made available by Swing Line Lender and each Lender will purchase an irrevocable and unconditional participation in each Swing Line Loan.

If any Lender becomes a “Defaulting Lender”, then the swing line exposure of such Defaulting Lender will automatically be reallocated among the non-defaulting Lenders pro rata in accordance with their commitments under the ABL Facility up to an amount such that the revolving credit exposure of each such non-defaulting Lender does not exceed its commitments. In the event such reallocation does not fully cover the exposure of such Defaulting Lender, the Swing Line Lender may require the Borrowers to repay such “uncovered” exposure in respect of the Swing Line Loans and will have no obligation to make Swing Line Loans to the extent such Swing Line Loans would result in the non-defaulting Lenders exceeding their commitments.

Borrowing Base:

US Borrowing Base. The Revolving Loans to US Borrowers under the US Facility (“US Revolving Loans”) and Letters of Credit for the account of US Borrowers will be subject to availability under the US Borrowing Base calculated as follows:

(a)   the amount equal to 85% multiplied by the net amount of eligible accounts of US Borrowers; plus

(b)   the amount equal to the lesser of: (i) 70% multiplied by the value of each category of eligible inventory of US Borrowers or (ii) 85% of the Net Recovery Percentage of each category of eligible inventory of US Borrowers multiplied by the value thereof; minus

(c)   applicable reserves established by ABL Administrative Agent in its Permitted Discretion in accordance with the terms of the ABL Loan Documents.

Canadian Borrowing Base. The Revolving Loans to Canadian Borrowers under the Canadian Facility (“Canadian Revolving Loans”) and Letters of Credit for the account of Canadian Borrowers will be subject to availability under the Canadian Borrowing Base calculated as follows:

(a)   the amount equal to 85% multiplied by the net amount of eligible accounts of Canadian Borrowers; plus

(b)   the amount equal to the lesser of: (i) 70% multiplied by the value of each category of eligible inventory of Canadian Borrowers or (ii) 85% of the Net Recovery Percentage of each category of eligible inventory of Canadian Borrowers multiplied by the value thereof; minus

(c)   applicable reserves established by ABL Administrative Agent in its Permitted Discretion in accordance with the terms of the ABL Loan Documents.

The US Borrowing Base and the Canadian Borrowing Base are referred to herein as the “Borrowing Base”; provided, that, in the event that on the Closing Date, the Alternate Closing Borrowing Base (as defined below) is not in effect, then the amount available on the Closing Date (but not on any date thereafter) will be the greater of (A) $350,000,000 and (B) the Borrowing Base.

The “value” of each category of eligible inventory will be determined at the lower of cost or market, consistent with the current practices of Holdings in effect immediately prior to the Closing Date, without regard to the portion of the value of inventory equal to intercompany profit on the sale thereof or to the extent applicable, write ups or write downs in value with respect to currency exchange rates.

The term “Net Recovery Percentage” means the fraction, expressed as a percentage (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the applicable category of eligible inventory at such time on a “net orderly liquidation value” (i.e., net of costs and expenses incurred in connection with liquidation) basis determined by reference to the most recent inventory appraisal received by ABL Administrative Agent in accordance with the requirements of the ABL Loan Documents, and (b) the denominator of which is the cost of the aggregate amount of the eligible inventory subject to such appraisal.

The term “Permitted Discretion” as used in this Term Sheet with reference to ABL Administrative Agent, shall mean a determination made in good faith in the exercise of its reasonable business judgment based on how an asset-based lender with similar rights providing a credit facility of the type set forth herein would act in similar circumstances at the time with the information then available to it.

In the event that as of the Closing Date, the ABL Administrative Agent has not received a current third party appraisal of the inventory or a final report from the field examinations of the business and collateral of Borrowers, the Borrowing Base, as to those entities for which such current third party appraisal of the inventory or a final report from the field examinations has not been delivered, shall be deemed to be, for purposes of the initial Revolving Loans and Letters of Credit on the Closing Date and thereafter as provided below, the Alternative Closing Borrowing Base. The “Alternative Closing Borrowing Base” means on the Closing Date, the greater of (a) $350,000,000 plus the amount of the proceeds of the Revolving Loans, if any, required to fund OID and upfront fees from market flex in connection with the Term Loan Facility or (b) the amount equal to:

(i)   65% of the net book value of the accounts receivable of Borrowers; plus

(ii)   40% of the net book value of the inventory of Borrowers;

provided, that, after the Closing Date for so long as it is in effect, the Alternative Closing Borrowing Base shall mean the amount calculated based on clause (b) above (without regard to clause (a)).

The net book value shall be based on the most recent financial statements received by ABL Administrative Agent.

The Alternative Closing Borrowing Base shall only be in effect until the earlier of 60 days after the Closing Date (or such later date as may be agreed by the ABL Administrative Agent) or the date ABL Administrative Agent has received the current third party appraisals and an acceptable draft report or the final report from a current field examination, provided, that, ABL Administrative Agent may adjust, in its Permitted Discretion, the Alternative Closing Borrowing Base as to reserves and including only eligible accounts and eligible inventory based on any field examination results at the time that it receives such results and as to the inventory at the time that it receives any appraisal with respect thereto. On and after the receipt by ABL Administrative Agent of the field examination results and appraisals as provided below, Revolving Loans and Letters of Credit shall be provided to Borrowers subject to the terms and conditions of the ABL Loan Documents and availability under the Borrowing Base, which will be calculated in a manner consistent with the definition of the term Borrowing Base as set forth above.

In the event that ABL Administrative Agent has not received a current third party appraisal of the inventory and a final report from the field examinations of the business and collateral of Borrowers prior to the Closing Date, Borrowers shall use commercially reasonable efforts to provide ABL Administrative Agent and the field examiners and appraisers sufficient access and information to complete such field examinations and appraisal on or before the 60th day after the Closing Date (or such later date as may be agreed by the ABL Administrative Agent) and the Lead Arrangers and Holdings each agree to cooperate in good faith to cause such field examinations and appraisals to be completed as soon as practicable. If the ABL Administrative Agent has not received such appraisals and final report from the field examinations on or prior to the 60th day after the Closing Date (or such later date as may be agreed by the ABL Administrative Agent), availability shall be zero on and after such 60th day (or such later date as may be agreed by the ABL Administrative Agent) until ABL Administrative Agent's receipt and reasonable opportunity to review the results of such appraisal and final report from the field examination.

Borrowers will be required to repay Revolving Loans and provide cash collateral to the extent that Revolving Loans and Letters of Credit exceed the Loan Cap (as defined below), in each case, in cash without any prepayment premium or penalty (but including all breakage or similar costs actually incurred) and in the case of US Borrowers, to the extent that the sum of the US Revolving Loans and Letters of Credit for the account of US Borrowers exceed the lesser of the US Borrowing Base or the US Loan Limit and in the case of Canadian Borrowers, to the extent that the sum of Canadian Revolving Loans and Letters of Credit for the account of Canadian Borrowers exceed the lesser of the Canadian Borrowing Base or the Canadian Loan Limit, in each case, in cash without any prepayment premium or penalty (but including all breakage or similar costs), on the customary terms of ABL Administrative Agent.

At any time there is a Cash Dominion Event, all proceeds of Collateral shall be applied to the Revolving Loans and thereafter for cash collateral for Letters of Credit.

Mandatory prepayments referred to above will not reduce the applicable Maximum Credit or result in the permanent reduction of commitments under the ABL Facility.

Revolving Loans may be prepaid, in whole or in part, without premium or penalty (but including all breakage or similar costs).

The ABL Facility may be prepaid and the commitments terminated in whole or in part at any time upon prior written notice (the period to be agreed upon).

To secure all obligations of each Loan Party under the ABL Facility (and including ABL Bank Product Obligations) but subject to the Limited Conditionality Provisions and in each case excluding Excluded Assets (as defined below):

(a) first priority (subject to certain specified permitted liens), perfected security interests in and liens upon all of each Loan Party’s present and future assets and properties consisting of the following (collectively, the “ABL Priority Collateral”): (i) accounts and other receivables, (ii) chattel paper, (iii) deposit accounts (and all cash, checks and other negotiable instruments, funds and other evidences of payment held therein, but not any identifiable proceeds of Term Loan Priority Collateral) and all securities accounts, security entitlements and securities (other than equity interests in any subsidiary of Holdings), (iv) inventory, (v) to the extent evidencing, governing, securing or otherwise related to any of the foregoing and the other ABL Priority Collateral, all documents, general intangibles (excluding all intellectual property but including loans or advances payable by a Loan Party to any other Loan Party), instruments, investment property (but not equity interests in any subsidiary of Holdings), commercial tort claims, letters of credit, supporting obligations and letter of credit rights, (vi) all books, records and documents related to the foregoing (including databases, customer lists and other records, whether tangible or electronic, which contain any information relating to any of the foregoing) and (vii) all proceeds and products of any or all of the foregoing in whatever form received, including proceeds of business interruption and other insurance and claims against third parties, and

(b) second priority (subject to certain specified permitted liens), perfected security interests in and liens upon all of each Loan Party’s present and future assets and properties other than ABL Priority Collateral (collectively, the “Term Loan Priority Collateral” and, together with the ABL Priority Collateral, the “Collateral”); provided, that, (i) in the event that the Term Loan Facility does not require that the obligations thereunder be secured by a first priority security interest in and lien upon any of the Term Loan Priority Collateral, the obligations of each Loan Party under the ABL Facility shall be secured by a first priority security interest in and lien upon such Collateral and (ii) the Collateral shall not include the Excluded Assets (as defined below).

Extraordinary receipts constituting proceeds of judgments relating to any of the property referred to in clause (a) above, insurance proceeds and condemnation awards in respect of any such property, indemnity payments in respect of any such property and purchase price adjustments in connection with any such property shall constitute ABL Priority Collateral.

Notwithstanding anything to the contrary contained herein, the Collateral shall not include the following (the “Excluded Assets”): (a) shares of any CFC or FSCHO in excess of sixty-five percent of all of the issued and outstanding shares of capital stock of such subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2) to secure the obligations of US Borrowers (but not other Loan Parties), (b) any assets of a CFC to secure the obligations of US Borrowers (but not other Loan Parties), (c) (i) deposit or securities accounts exclusively used for trust, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees, and (ii) escrow or similar deposit or securities accounts exclusively holding funds or property owned by third parties, (d) any rights or interests in any contract, agreement, lease, permit, license, charter or license agreement, as such, if under the terms of such contract, agreement, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to ABL Administrative Agent would constitute or result in a breach, termination or default under such contract, agreement, lease, permit, license, charter or license agreement and such breach, termination or default has not been or is not waived or the consent of the other party to such contract, agreement, lease, permit, license, charter or license agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived; provided, that, the foregoing exclusion shall in no way be construed (i) to apply to the extent that any such prohibition is unenforceable under Sections 9-406, 9-407 or 9-408 of the Uniform Commercial Code or other applicable law or (ii) so as to limit, impair or otherwise affect ABL Administrative Agent’s unconditional continuing security interests in and liens upon any rights or interests of a Loan Party in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement otherwise permitted under the terms thereof, (e) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law or would impair the validity or enforceability or render void or result in the cancellation of any registration issued as a result of such intent-to-use trademark application under applicable federal law; provided, that, upon submission and acceptance by the U.S. Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a), such intent-to-use trademark application shall be considered Collateral, (f) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited thereby, provided, that, the foregoing exclusion shall in no way be construed (i) to apply to the extent that any such prohibition is unenforceable under the Uniform Commercial Code or other applicable law or (ii) so as to limit, impair or otherwise affect ABL Administrative Agent’s unconditional continuing security interests in and liens upon any proceeds thereof, (g) equipment or any other asset (other than inventory) owned by any obligor on the date hereof or hereafter acquired that is subject to a lien securing a purchase money obligation or capitalized lease permitted to be incurred pursuant to the Loan Document if the contract or other agreement in which such lien is granted validly prohibits the creation of any other lien on such equipment or other asset, (h) fee owned real property with a fair market value of less than an amount to be agreed, and (i) all real property leasehold interests. Proceeds of Excluded Assets that do not otherwise constitute Excluded Assets shall be deemed Collateral.

In addition, no actions will be required by Loan Parties to perfect security interests in (i) motor vehicles or other assets subject to a certificate of title other than by filing UCC or PPSA financing statements in the appropriate jurisdiction, (ii) letter of credit rights as to letters of credit of less than an amount to be agreed, (iii) commercial tort claims with a value of less than an amount to be agreed, (iv) promissory notes in an principal amount of less than an amount to be agreed, (v) deposit accounts or securities accounts in which at all times the balance is less than a dollar amount to be agreed both in any one account and in all such accounts in the aggregate and (vi) assets located outside the United States or Canada.

Subject to Limited Conditionality Provisions, all the above-described pledges, security interest and mortgages shall be created on terms, and pursuant to documentation consistent with the ABL Documentation Principles (including, without limitation, in the case of fee interests in real property, by customary items such as satisfactory title insurance and surveys), and none of the Collateral shall be subject to any other liens (other than in favor of the ABL Facility and the Term Loan Facility), subject to customary exceptions to be mutually agreed.

As to specific items of Collateral, ABL Administrative Agent may determine not to perfect its security interest therein based on the minimal value thereof relative to the costs of such perfection.

“ABL Bank Product Obligations” means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their subsidiaries and/or (b) any transaction with the ABL Administrative Agent or any Lender or any of their affiliates, which arises out of any Bank Product entered into with any Loan Party and any such person, as each may be amended from time to time.

“Bank Products” means any services of facilities provided to any Loan Party by any Lender or any of its affiliates (but excluding Cash Management Services) including, without limitation, on account of (a) swap contracts, (b) merchant services constituting a line of credit, and (c) supply chain finance services including, without limitation, trade payable services and supplier accounts receivable purchases, but excluding any factoring services.

“Cash Management Services” means any one or more of the following types or services or facilities provided to any Loan Party by any Lender or any of its affiliates: (a) ACH transactions, (ii) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit or debit cards, (e) credit card processing services, and (f) purchase cards.

The definitive loan documentation (collectively, the “ABL Loan Documents”) will be mutually agreed upon, the definitive terms of which (including materiality thresholds, baskets, exceptions, qualifications and grace periods) will be negotiated in good faith, and will be consistent with the terms set forth in the Commitment Letter (including this Term Sheet), as modified in accordance with the flex provisions of the Fee Letter and based on the Existing Credit Agreement, subject to modifications to reflect the terms hereof, that the ABL Facility is an asset-based credit facility, to give effect to the Transactions and other transactions contemplated hereby, to provide for and give effect to the Guarantees and the security over the Collateral and the arrangements contemplated by the Intercreditor Agreement, to reflect changes in law or accounting standards or cure mistakes or defects, to reflect reasonable administrative, agency and operational requirements of the ABL Administrative Agent and to reflect the operational and strategic requirements of Holdings and its subsidiaries in light of their consolidated capital structure, size, industry, projected performance (including as reflected in the Projections), reporting and accounting systems, Excess Availability, collateral and practices of Holdings and its subsidiaries, and shall contain such modifications as Borrowers and the ABL Administrative Agent shall mutually agree (collectively, the “ABL Documentation Principles”).

Borrowers shall use commercially reasonable efforts to obtain collateral access agreements prior to the Closing Date at locations where Collateral in excess of a dollar amount to be agreed is located and thereafter to the extent not delivered prior to the Closing Date. To the extent that ABL Administrative Agent has not received a reasonably acceptable collateral access agreement for a leased or third party location in a jurisdiction where the landlord or other third party may have a lien on any of the Collateral under applicable law or under the terms of the applicable lease, it may establish a reserve in respect of amounts payable under the applicable lease or other agreement with such lessor or other third party (which reserve, as to any one such location, will not exceed three months of rent or other payments owing to the applicable lessor or other third party). The delivery of such collateral access agreement shall not be a condition of closing.

The ABL Loan Documents will provide for the following collateral and financial reporting:

(a)   monthly borrowing base certificates, (i) so long as Adjusted Excess Availability is not less than the greater of (A) 15.0% of the Loan Cap and (B) $90,000,000 for any 5 consecutive business days and no event of default exists, otherwise weekly and (ii) Borrowers may at any time at their option elect to deliver borrowing base certificates on a weekly basis, provided, that, at any time borrowing base certificates are delivered on a weekly basis under clause (i) or (ii), it shall continue for not less than four consecutive weeks;

(b)   field examinations and appraisals as ABL Administrative Agent may from time to time require, but no more than:

(i)          1 field examination and 1 appraisal of inventory in any 12 month period at the expense of Borrowers so long as Adjusted Excess Availability is not less than the greater of (A) 15.0% of the Loan Cap or (B) $90,000,000 during such 12 months,

(ii)         2 field examinations and 2 appraisals in any 12 month period at the expense of Borrowers if at any time Adjusted Excess Availability during such 12 months is less than or equal to the greater of (A) 15.0% of the Loan Cap or (B) $90,000,000,

(iii)         such other field examinations and appraisals as ABL Administrative Agent may request at any time upon the occurrence and during the continuance of an event of default at the expense of Borrowers or at any time at the expense of ABL Administrative Agent;

(c)   quarterly financial statements (including management discussion and analysis), except so long as the Alternative Closing Borrowing Base is in effect, or on and after any time Adjusted Excess Availability is less than the greater of (i) 15.0% of the Loan Cap or (ii) $90,000,000 for any 5 consecutive business day period, then monthly financial statements;

(d)   annual audited financial statements (including management discussion and analysis) and projections;

(e)   other financial and collateral reports to be agreed.

The term “Loan Cap” means, at any time, the lesser of the Maximum Credit or the Borrowing Base at such time.

The term “Adjusted Excess Availability” as used herein means at any time, the sum of (a) the Excess Availability, plus (b) Specified Suppressed Availability, plus (c) Qualified Cash.

The term “Excess Availability” as used herein means at any time, the amount equal to (a) the Loan Cap minus (b) Revolving Loans, unreimbursed drawings under Letters of Credit and amounts available under Letters of Credit.

The term “Specified Suppressed Availability” means the lesser of: (a) the amount by which the Borrowing Base exceeds the Maximum Credit at such time or (b) the amount equal to 2.5% of the Maximum Credit, provided, that, if Excess Availability is less than the greater of (i) 5.0% of the Loan Cap or (ii) $30,000,000, Specified Suppressed Availability shall be zero.

The term “Qualified Cash” means unrestricted cash and cash equivalents of a Loan Party that are subject to the valid, enforceable and first priority perfected security interest and pledge of ABL Administrative Agent in an investment account or deposit account at ABL Administrative Agent or another institution reasonably satisfactory to ABL Administrative Agent subject to a control agreement (which will limit the terms of withdrawal of such funds by a Loan Party subject to certain conditions) and free and clear of any pledge, security interest, lien, claim or other encumbrance (other than in favor of ABL Administrative Agent and other than in favor of the depository bank or securities intermediary where the deposit account or investment account is maintained for its reasonable and customary fees and charges related to such account), are available for use by such Loan Party without condition or restriction (other than in favor of ABL Administrative Agent), and for which ABL Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to ABL Administrative Agent, of the amount of such cash or cash equivalents held in such deposit account or investment account as of the applicable date of the calculation of the Excess Availability and the satisfaction of the other conditions herein; provided, that, if Excess Availability is less than the greater of (i) 5.0% of the Loan Cap or (ii) $30,000,000, Qualified Cash shall be zero.

Loan Parties shall establish, not later than 90 days after the Closing Date (or such later date as ABL Administrative Agent may agree in its discretion), a cash management system at Wells Fargo Bank, National Association or one of its affiliates (and for certain local deposit accounts with such other institutions as are acceptable to ABL Administrative Agent) in form and substance reasonably satisfactory to ABL Administrative Agent.

As of the Closing Date, Loan Parties shall establish a cash management system in form and substance reasonably satisfactory to ABL Administrative Agent. Deposit accounts (other than (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees, (ii) escrow or similar deposit accounts exclusively holding funds or property owned by third parties and (iii) deposit accounts to the extent that the aggregate amount at any time held in any such account does not exceed an amount to be agreed and the aggregate amount in all such accounts does not exceed an amount to be agreed) will be subject to control agreements with the banks at which such accounts are maintained, which shall be in form and substance reasonably acceptable to ABL Administrative Agent, provided, that, so long as there is no Cash Dominion Event, amounts deposited in the blocked accounts may be remitted to the operating accounts of Borrowers. Funds shall be remitted to ABL Administrative Agent for application to the obligations upon a Cash Dominion Event. The Loan Parties will direct all of their customers to remit all payments to deposit accounts that are the subject of control agreements among them, ABL Administrative Agent, and the depository bank.

“Cash Dominion Event” means (a) Adjusted Excess Availability is less than the greater of (i) 10.0% of the Loan Cap at any time or (ii) $60,000,000, for any 5 consecutive business days or (b) a Specified Event of Default exists or has occurred and be continuing; provided, that,

(i)    to the extent that the Cash Dominion Event has occurred due to clause (a) of this definition, if Adjusted Excess Availability shall be equal to or greater than the amount in clause (a) of this definition for at least 30 consecutive days, the Cash Dominion Event shall no longer be deemed to exist or be continuing until such time as Adjusted Excess Availability may again be less than such amount and

(ii)   to the extent that the Cash Dominion Event has occurred due to clause (b) of this definition, if such event of default is cured or waived or otherwise no longer exists for a period of at least 30 consecutive days, the Cash Dominion Event shall no longer be deemed to exist or be continuing.

Limited to the following, subject to materiality and other negotiated exceptions and limitations, in each case as agreed by the parties, subject to the Limited Conditionality Provision and the ABL Documentation Principles, the following: limitations on dividends, distributions, redemptions and repurchases of capital stock; incurrence of debt (including capital leases) and guarantees; repurchases or prepayment of subordinated debt or optional repurchases, prepayments or other optional payments in respect of other debt; creation or suffering of liens; loans, investments and acquisitions; affiliate transactions; changes in the conduct of business from the business as conducted at closing, fiscal year or accounting practices; asset sales, mergers, consolidations and other fundamental changes; restrictions affecting subsidiaries; limitation on amendment of organizational documents and certain material debt agreements; Holdings as holding company.

The negative covenant on dividends, redemptions and repurchases of capital stock and on optional prepayments of indebtedness, and on asset sales, will expressly allow such dividends, redemptions and repurchases, or such optional prepayments, or asset sales, provided, that, except for any dividend, redemption or repurchase of capital stock of or by a Loan Party (other than Holdings) paid to any other Loan Party, as of the date of any such payment in respect thereof (or such sale), and after giving effect thereto, each of the Payment Conditions (as defined below) is satisfied and in the case of asset sales, the consideration received in cash is not less than 75% of all such consideration, the sale is for fair market value, if ABL Priority Collateral is included in the sale, ABL Administrative Agent shall have received an updated borrowing base certificate to reflect such sale and such other terms and conditions related to such sales as the parties may agree.

The negative covenant governing acquisitions will expressly allow an acquisition, which satisfies the following conditions: (a) ABL Administrative Agent receives at least 10 business days prior notice; (b) Borrowers certify to ABL Administrative Agent that the acquisition is approved by the board of directors of the entity being acquired; (c) the entity or business being acquired is in the same or reasonably related or ancillary business as Borrowers; (d) if the transaction involves a Loan Party, such party is the surviving person and no change of control occurs; (e) the entity being acquired (unless not required to be a Guarantor) will deliver joinders to the credit documents and any certificated stock or comparable certificates to ABL Administrative Agent; (f) if the consideration for the acquisition (or series of related acquisitions) exceeds $50,000,000, then: (i) Borrowers will deliver a compliance certificate to ABL Administrative Agent at least 5 business days prior to the acquisition showing the Loan Parties are in compliance with the financial covenant (as if there were a Compliance Period), (ii) each of the Payment Conditions is satisfied, and (iii) Borrowers will deliver financial statements on a pro forma basis after giving effect to such acquisition and all indebtedness incurred in connection therewith; (g) Borrowers will deliver to ABL Administrative Agent copies of substantially final acquisition documents in form and substance reasonably satisfactory to ABL Administrative Agent; (h) no default or event of default exists immediately before or after such acquisition; (i) if the consideration for the acquisition (or series of related acquisitions) exceeds $25,000,000, the entity being acquired has positive consolidated EBITDA for the 4 fiscal quarters immediately prior to the acquisition; and (j) Borrowers deliver to ABL Administrative Agent a certificate that all of the requirements above are satisfied, and provides such other documents reasonably requested by ABL Administrative Agent.

Notwithstanding anything to the contrary set forth above, in the case of any acquisition where the aggregate amount of the consideration payable in respect thereof is less than or equal to $50,000,000, then as to such acquisition instead of satisfying each of the Payment Conditions, then Borrowers shall only be required to have the daily average of the Adjusted Excess Availability for the immediately preceding 45 consecutive day period be not less than the greater of (i) 12.5% of the Loan Cap or (ii) $75,000,000, and after giving effect to the acquisition and the making of any payment in respect thereof, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment, the Adjusted Excess Availability shall be not less than such amount.

Any new domestic or foreign subsidiary acquired pursuant to an acquisition will be joined as a Borrower or Guarantor (except as to any subsidiary that is not required to be a Guarantor) and additional ABL Loan Documents executed and delivered in connection therewith. Assets will only be eligible after a satisfactory field examination, appraisal and legal diligence and subject to reserves and eligibility criteria based thereon (provided, that, in the case of asset substantially similar to those of Borrowers prior to the acquisition, such assets that otherwise satisfy the applicable eligibility criteria may be included in the Borrowing Base prior to the field examination or appraisal, but in no event shall the aggregate amount of such assets included in the Borrowing Base exceed $35,000,000.

“Payment Conditions” means, at the time of determination with respect to any specified transaction or payment the following:

(a)   as of the date of any such transaction or payment, and after giving effect thereto, no Specified Event of Default shall exist or have occurred and be continuing,

(b)   as of the date of any such transaction or payment, and after giving effect thereto, either:

(i)          the daily average of the Adjusted Excess Availability for the immediately preceding 45 consecutive day period shall be not less than the greater of (A) 17.5% of the Loan Cap or (B) $105,000,000 and after giving effect to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater of such amounts, or

(ii)         both (A) on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the daily average of the Adjusted Excess Availability for the immediately preceding 45 consecutive day period shall be not less than the greater of (1) 12.5% of the Loan Cap or (2) $75,000,000 and after giving effect to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater of such amounts, and (B) as of the date of any such transaction or payment, and after giving effect thereto, on a pro forma basis, the Fixed Charge Coverage Ratio for the immediately preceding 4 fiscal quarters (or 12 consecutive fiscal months at any time Borrowers are required to provide monthly financial statements) ending on the last day of the applicable fiscal period prior to the date of such payment or transaction for which ABL Administrative Agent has received financial statements shall be at least 1.00 to 1.00;

(c)   ABL Administrative Agent shall receive 10 business days prior written notice of such payments and transactions, and

(d)   ABL Administrative Agent shall have received a certificate of an authorized officer of Borrowers certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby.

Amendments, waivers and consents with respect to the provisions of the ABL Loan Documents will require the approval of ABL Administrative Agent and the Required Lenders, provided, that, in addition to the approval of Required Lenders, (a) the consent of each Lender directly and adversely affected thereby will be required with respect to matters relating to (i) increases in the commitment of such Lender, (ii) reductions of principal, interest or fees (provided, that, a waiver of default interest, default or event of default shall not constitute a reduction of interest for this purpose), (iii) extensions of final maturity or the due date of any interest, fee or other payments, and (iv) changes to the order of application of funds and (b) the consent of all Lenders will be required with respect to: (i) modifications of the pro rata sharing requirements of the ABL Loan Documents, (ii) modification of the voting percentage or change in the definition of “Required Lenders”, “Supermajority Lenders” or any other provisions specifying the number of Lenders or portion of the Revolving Loans or commitments required to take any action under the ABL Loan Documents, (iii) permitting any Borrower to assign its rights under the ABL Loan Documents, (iv) releases of all or substantially all of the value of the Collateral or guarantees (other than in connection with transactions permitted pursuant to the ABL Loan Documents), (v) subordination of the lien on Collateral in favor of ABL Administrative Agent (other than with respect to certain permitted liens to be agreed) or subordination of the payment of the obligations in respect of the ABL Facility and (vi) increases in the percentages applied to eligible assets in the Borrowing Base. Modifications to the Borrowing Base or any components thereof which would result in an increase in the amount of the Borrowing Base (but exclusive of the right of the ABL Administrative Agent to add, increase, eliminate or reduce the amount of reserves or to exercise other discretion it may have pursuant to such provisions) may be subject to the approval of the Supermajority Lenders. Matters affecting any Agent, the Swing Line Lender, or an Issuing Bank will require the approval of such party or such percentage of such parties to be determined.

“Required Lenders” means those non-defaulting Lenders who collectively hold more than 50% of the total commitments or exposure under the ABL Facility, provided, that, at any time that there are 2 or more unaffiliated Lenders, “Required Lenders” must include at least 2 unaffiliated Lenders.

“Supermajority Lenders” means those non-defaulting Lenders holding more than 66 2/3% of total commitments or exposure under the ABL Facility, provided, that, at any time that there are two (2) or more unaffiliated Lenders, “Supermajority Lenders” must include at least two (2) unaffiliated Lenders.

The Loan Parties will, upon demand, pay all of the reasonable and documented out-of-pocket expenses and customary administrative charges incurred by ABL Administrative Agent, any Arranger or Wells Fargo (in its capacity as Swing Lien Lender or Issuing Bank) in connection with due diligence, structuring, negotiation, arrangement, syndication, restructuring, administration or amending of the ABL Facility or enforcement, collection or protection of the rights of Agents, Lenders or Issuing Bank, including, without limitation, appraisal fees, legal costs and expenses of ABL Administrative Agent (provided, that, legal fees will be limited to the reasonable fees of one counsel for ABL Administrative Agent and, in addition, one local counsel in each appropriate jurisdiction, and in the case of the enforcement, collection or protection of the rights of Lenders, in addition, one counsel for Lenders as a group), filing and search charges, recording taxes and field examination charges and expenses (including a charge at the then standard rate of ABL Administrative Agent per person per day for the examiners of ABL Administrative Agent in the field and in the office, plus other out-of-pocket expenses).

Waivers to include, but not be limited to a waiver by Agents, Lenders and each Loan Party of its rights to jury trial; waiver by each Loan Party of claims for special, indirect or consequential damages in respect of any breach or alleged breach by ABL Administrative Agent or any Lender of any of the ABL Loan Documents (other than resulting from gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction).

Borrowers may elect that Revolving Loans (other than Swing Line Loans) bear interest at a rate per annum equal to (a) with respect to Revolving Loans denominated in US dollars (i) the applicable Base Rate plus the Applicable Margin or (ii) the LIBOR Rate plus the Applicable Margin and (b) with respect to Revolving Loans denominated in Canadian dollars (i) the applicable Base Rate plus the Applicable Margin or (ii) the BA Rate plus the Applicable Margin. Swing Line Loans will bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.

As used herein:

“Applicable Margin” means, with respect to Revolving Loans, other than Swing Line Loans, a percentage determined in accordance with the pricing grid attached hereto as Schedule 2 to the ABL Term Sheet.

“BA Rate” means (a) for a Lender that is a Schedule I chartered bank under the Bank Act (Canada), the CDOR Rate and (b) for any other Lender the discount rate at which such Lender is prepared to purchase bankers’ acceptances (such rate not to exceed the CDOR Rate plus 10 basis points).

“Base Rate” means (a) for Revolving Loans in Canadian Dollars, the greater of (i) the prime lending rate as quoted by a Schedule I bank in Canada designated from time to time by Administrative Agent and (ii) the 90 day BA Rate quoted from time to time, plus 1.5% and (b) for Revolving Loans in US Dollars and for all other purposes, the greatest of (i) the Federal Funds Rate plus .50%, (ii) the three month LIBOR Rate (which rate shall be determined on a daily basis), plus 1%, and (iii) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate.

“CDOR Rate” means the average per annum rate of interest for Canadian bankers’ acceptances appearing on the “Reuters Screen CDOR Page” or, if no such screen is available, the rate quoted by ABL Administrative Agent or such Schedule I chartered bank as it selects for such purpose having such term and amount as calculated by ABL Administrative Agent in accordance with normal market practice on such date.

“LIBOR Rate” means the rate per annum rate appearing on Reuters Screen LIBOR01 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) 2 business days prior to the commencement of the requested interest period, for a term, and in an amount, comparable to the interest period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrowers in accordance with the ABL Loan Documents (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero). The LIBOR Rate shall be available for interest periods of one, three or six months (and if approved by all Lenders, twelve months).

Interest rate reference terms will be subject to customary provisions, including applicable reserve requirements, limits on the number of outstanding LIBOR Rate loans and minimum amounts of each LIBOR Rate loan.

The proceeds of the Bridge Loans will be used by the Borrower on the Closing Date to consummate the Transactions, including the payment of fees, costs and expenses in connection therewith.

The Bridge Loans will mature on the date (the “Initial Maturity Date”) that is twelve months after the Closing Date. If any Bridge Loan has not been repaid in full on or prior to the Initial Maturity Date, subject to payment of the Bridge Rollover Fee (as defined in the Arranger Fee Letter), the Bridge Loans will automatically be converted into term loans (each, an “Extended Term Loan”) due on the date that is eight years after the Closing Date. The Extended Term Loans will be governed by the provisions of the Bridge Loan Documentation and will have the same terms as the Bridge Loans except as expressly set forth on Schedule II hereto.

Lenders under the Extended Term Loans will have the option at any time or from time to time to receive Senior Unsecured Exchange Notes under an indenture that complies with the Trust Indenture Act of 1939 (the “Exchange Notes”) in exchange for such Extended Term Loans having the terms set forth on Schedule III hereto; provided that the Borrower may defer the issuance of Exchange Notes until such time as the Borrower has received requests to issue an aggregate principal amount of Exchange Notes equal to at least $100,000,000.

(a)     100% of the net cash proceeds from the issuance of the Notes and/or any other indebtedness (other than the Senior Secured Facilities) by the Borrower or any of its subsidiaries, subject to baskets and other exceptions to be mutually agreed upon;

(b)     100% of the net cash proceeds from any issuance of equity securities of, or from any capital contribution to, the Borrower, subject to exceptions to be mutually agreed upon; and

(c)     100% of the net cash proceeds of all non-ordinary course asset sales, insurance and condemnation recoveries and other asset dispositions by the Borrower or any of its subsidiaries, subject to reinvestment rights and exceptions to be mutually agreed upon,

provided that with respect to clause (b) and (c) above the Bridge Loan Documentation shall provide that such net proceeds may be applied to prepay either of the Senior Secured Facilities in lieu of the Bridge Facility if required under the terms of the Operative Documents with respect to the applicable Senior Secured Facility.

Each such prepayment will be made together with accrued interest to the date of prepayment, but without premium or penalty (except breakage costs related to prepayments not made on the last day of the relevant interest period).

In the event any Bridge Lender or affiliate of a Bridge Lender purchases Securities from the Borrower pursuant to the securities demand provisions in the Arranger Fee Letter, the net cash proceeds received by the Borrower in respect of such Securities may, at the option of such Bridge Lender or affiliate, be applied first to prepay the Bridge Loans of such Bridge Lender or affiliate rather than pro rata (provided that if there is more than one such Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Bridge Loans of all such Bridge Lenders or affiliates in proportion to such Bridge Lenders’ or affiliates’ principal amount of Securities purchased from the Borrower) prior to being applied to prepay the Bridge Loans held by other Bridge Lenders.

Subject to the Bridge Documentation Principles and the Limited Conditionality Provisions, the Bridge Loan Documentation will contain affirmative covenants comparable to those contained in the Operative Documents with respect to the Term Loan Facility (and also including a covenant to comply with the securities demand provisions in the Arranger Fee Letter, a customary offering cooperation covenant and a covenant to use all commercially reasonable efforts to refinance the Bridge Loans as soon as practicable) and incurrence-based negative covenants usual and customary for high yield debt securities; provided that prior to the Initial Maturity Date, the indebtedness, lien and restricted payments covenants may be more restrictive than those contained in the Operative Documents with respect to the Term Loan Facility.

The Bridge Loan Documentation will not include any financial maintenance covenants.

Consents. Each Bridge Lender will, subject in certain circumstances to the approval of the Bridge Administrative Agent and the Borrower (such consent not to be unreasonably withheld or delayed), be permitted to make assignments in acceptable minimum amounts. Participations will be permitted without the consent of the Borrower or the Bridge Administrative Agent.

No Assignment or Participation to Certain Persons. No assignment or participation may be made to natural persons, the Borrower or any of its affiliates or subsidiaries or to any Disqualified Institution.

The Bridge Loans will bear interest for the first three month period commencing on the Closing Date at a variable rate per annum (the “Applicable Interest Rate”) equal to the sum of (a) the three-month LIBOR Rate plus (b) a spread equal to 5.25%.

The Applicable Interest Rate will increase by an additional 0.50% following each three-month period after the Closing Date. Notwithstanding the foregoing, the interest rate on the Bridge Loans will not at any time prior to the Initial Maturity Date exceed the Total Cap (as defined in the Arranger Fee Letter).

Interest will be payable quarterly in arrears and on the Initial Maturity Date and will be calculated on the basis of the actual number of days elapsed in a year of 360 days.

Upon the occurrence of a Demand Failure Event (as defined in the Arranger Fee Letter), all outstanding Bridge Loans will accrue interest at the Total Cap.

The “LIBOR Rate” will be defined and calculated as specified in the Operative Documents with respect to the Term Loan Facility; provided that at no time will the LIBOR Rate be deemed to be less than 1.00% per annum.