MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036

You have advised Morgan Stanley Senior Funding, Inc. (“MSSF”, “we” or “us”) that you intend to consummate the Transactions (such term and each other capitalized term used but not defined herein having the meanings assigned to them in the Term Sheet (as defined below)).

In connection with the Transactions, MSSF is pleased to advise you of its commitment to provide the entire principal amount of each of the Facilities (in such capacity, the “Initial Lender”), upon the terms and subject solely to the conditions set forth in this commitment letter (including the exhibits hereto, this “Commitment Letter”) and in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet” and, together with the Summaries of Additional Conditions Precedent attached hereto as Exhibit B and Exhibit C (collectively, the “Conditions Exhibits”), the “Term Sheet”).

You hereby appoint MSSF to act, and MSSF hereby agrees to act, as sole lead arranger and sole bookrunner for the Facilities (in such capacity, the “Lead Arranger”), upon the terms and subject solely to the conditions set forth in this Commitment Letter.  You also hereby appoint MSSF to act, and MSSF hereby agrees to act, as sole and exclusive administrative agent and collateral agent for the Facilities, in each case upon the terms and subject solely to the conditions set forth in this Commitment Letter (in such capacity, the “Administrative Agent”).  MSSF, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by it in such roles.   It is understood and agreed that (a) no additional agents, co-agents, arrangers, co-arrangers, managers, co-managers, bookrunners or co-bookrunners will be appointed and no other titles will be awarded in connection with the Facilities and (b) no compensation (other than as expressly contemplated by the Term Sheet or by the Fee Letter referred to below) will be paid to any Lender to obtain its commitment to the Facilities, in each case unless you and we so agree in writing; provided, however, that, within 10 business days after the date hereof (such date, the “Cutoff Date”), you may appoint one or more financial institutions as joint lead arrangers and/or joint bookrunners (any such institution, an “Additional Arranger”) for the Facilities and award such financial institutions additional agent, co-agent or joint bookrunner titles in a manner and with economics determined by you (it being understood that, to the extent you appoint any additional agent, co-agent or joint bookrunner in respect of the Facilities, such financial institution or one or more of its affiliates shall commit to providing a percentage of the aggregate principal amount of each Facility at least commensurate with the economics and fees awarded to such financial institution or its affiliates, as applicable, and the commitment and economics of the Initial Lender hereunder and under the Fee Letter in respect of each Facility will be reduced by the amount of the commitments and economics of such appointed entity or its affiliates, as applicable, with respect to such Facility upon the execution by such financial institution or such affiliate, as applicable, of customary joinder documentation); provided further, however, that in no event will the Initial Lender’s commitment in respect of the Facilities be less than 50% of the aggregate principal amount of the Facilities.  It is further agreed that MSSF will have “left” placement on, and will appear on the top left of, any Information Materials (as defined below) and all other offering or marketing materials in respect of the Facilities, and MSSF will perform the roles and responsibilities conventionally understood to be associated with such “left” placement.

The Lead Arranger reserves the right, prior to or after the execution of definitive documentation for the Facilities (the “Facilities Documentation”), to syndicate all or a portion of its commitments hereunder to one or more financial institutions reasonably satisfactory to you (such acceptance not to be unreasonably withheld or delayed) that will become parties to such definitive documentation pursuant to a syndication to be managed by the Lead Arranger (the financial institutions becoming parties to such definitive documentation being collectively referred to herein as the “Lenders”); provided, however, that notwithstanding the Lead Arranger’s right to syndicate the Facilities and receive commitments with respect thereto, other than with respect to the commitments of any Additional Lead Arranger appointed in accordance with the immediately preceding paragraph, (a) the Initial Lender shall not be relieved, released or novated from its obligations hereunder (including its obligation to fund the applicable Facilities on each Closing Date) in connection with any syndication, assignment or participation of the Facilities, including its commitment in respect thereof, until after the funding of the Facilities on the applicable Closing Date has occurred (or, to the extent funded into escrow prior to the Subsequent Closing Date, the deposit of the proceeds of the Additional Term Loan Facility into escrow), (b) no assignment or novation shall become effective with respect to all or any portion of the Initial Lender’s commitments in respect of (i) the Initial Term Loan Facility and the Revolving Credit Facility until after the funding of the Initial Term Loan Facility on the Initial Closing Date has occurred and (ii) the Additional Term Loan Facility until after the funding of the Additional Term Loan Facility on the Subsequent Closing Date has occurred (or, to the extent funded into escrow prior to the Subsequent Closing Date, the deposit of the proceeds of the Additional Term Loan Facility into escrow) and (c) unless you otherwise agree in writing, the Lead Arranger shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, (i) in the case of the Initial Term Loan Facility and the Revolving Credit Facility, until after the funding of the Initial Term Loan Facility on the Initial Closing Date has occurred and (ii) in the case of the Additional Term Loan Facility, until after the funding of the Additional Term Loan Facility on the Subsequent Closing Date has occurred (or, to the extent funded into escrow prior to the Subsequent Closing Date, the deposit of the proceeds of the Additional Term Loan Facility into escrow).  You understand that each of the Facilities may be separately syndicated.

The Lead Arranger may decide to commence syndication efforts promptly, and you agree, until the earlier of (x) the date upon which a Successful Syndication (as defined in the Fee Letter (as defined below)) of the Facilities is achieved and (y) the date that is 45 days after the  Subsequent Closing Date (such earlier date, the “Syndication Date”), to actively assist (and, to the extent not in contravention of the applicable Acquisition Agreement, to use your commercially reasonable efforts to cause each of the Acquired Businesses to actively assist) the Lead Arranger in completing a satisfactory syndication.  Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your and each of the Acquired Business’s existing banking relationships, (b) direct contact during the syndication between your senior management, representatives and advisors and the proposed Lenders (and, to the extent not in contravention of the applicable Acquisition Agreement, using your commercially reasonable efforts to ensure such contact between senior management of each of the Acquired Businesses and the proposed Lenders), (c) your assistance (and, to the extent not in contravention of the applicable Acquisition Agreement, using commercially reasonable efforts to cause each of the Acquired Businesses to assist) in the preparation of a Confidential Information Memorandum for the Facilities and other customary marketing materials to be used in connection with the syndication (collectively, the “Information Materials”), (d) the hosting, with the Lead Arranger, of one or more meetings of or telephone conference calls with prospective Lenders at times and locations to be mutually agreed upon (and, to the extent not in contravention of the applicable Acquisition Agreement, using your commercially reasonable efforts to cause the officers of each of the Acquired Businesses to be available for such meetings), (e) your using commercially reasonable efforts to procure, at your expense, ratings for the Facilities from each of Standard & Poor’s Financial Services LLC (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”), and an updated public corporate credit rating and a public corporate family rating (but not any specific rating or ratings) in respect of the Borrower after giving effect to the Transactions from each of S&P and Moody’s, respectively, prior to the commencement of the general syndication of the Facilities and (f) ensuring and, with respect to the Acquired Businesses, your using commercially reasonable efforts to ensure, that prior to the Syndication Date, there being no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities of you or your subsidiaries or the Acquired Businesses and their subsidiaries being issued, offered, placed or arranged (other than the Facilities) without the consent of the Lead Arranger if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Facilities (it being understood and agreed that your and your subsidiaries’ and the Acquired Businesses’ and their subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities, borrowings under existing revolving credit facilities (as in effect on the date hereof), indebtedness of the Acquired Businesses permitted to be incurred under the applicable Acquisition Agreement and ordinary course capital lease, purchase money and equipment financings will be deemed not to materially impair the primary syndication of the Facilities). Notwithstanding anything to the contrary contained in this Commitment Letter, the Fee Letter (as defined below) or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, none of the compliance with the foregoing provisions of this paragraph, any syndication of the Facilities or the obtaining of the ratings referenced above shall constitute a condition to the commitments hereunder or the funding of the Facilities on each Closing Date.

It is understood and agreed (and in all cases subject to the provisions set forth in this Commitment Letter) that the Lead Arranger will, in consultation with you, manage all aspects of the syndication, including but not limited to selection of Lenders (which Lenders shall be reasonably satisfactory to you (such consent not to be unreasonably withheld or delayed)), the determination of when the Lead Arranger will approach potential Lenders and the time of acceptance of the Lenders’ commitments and the final allocations of the commitments among the Lenders.  In acting as the sole lead arranger and sole bookrunner, the Lead Arranger will have no responsibility other than to arrange the syndication as set forth herein and shall in no event be subject to any fiduciary or other implied duties.  To assist the Lead Arranger in its syndication efforts, you agree to use commercially reasonable efforts to promptly prepare and provide to the Lead Arranger (and, to the extent not in contravention of the applicable Acquisition Agreement, use commercially reasonable efforts to cause each of the Acquired Businesses to prepare and provide) all information with respect to you, the Acquired Businesses and your and their respective subsidiaries, the Transactions and the other transactions contemplated hereby, including the historical financial information required to be provided pursuant to paragraphs 5 and 6 of Exhibit B hereto and customary projections delivered to us by you (the “Projections”) as the Lead Arranger may reasonably request in connection with the structuring, arrangement and syndication of the Facilities.  Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Lead Arranger as a condition to the effectiveness of the Credit Agreement and the funding of the Facilities on each applicable Closing Date shall be those required pursuant to paragraphs 5 (with respect to the Yankee Acquisition) and 6 (with respect to the Twin Acquisition) of Exhibit B hereto.  At the request of the Lead Arranger, you agree to assist the Lead Arranger in preparing an additional version of the Information Materials (the “Public Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of the United States Federal or State securities laws) with respect to you, the Acquired Businesses, your and their respective affiliates and any of your or their respective securities (such material non-public information, “MNPI”) and who may be engaged in investment and other market-related activities with respect to your, the Acquired Businesses’ or your and their respective affiliates’ securities or loans.  Before distribution of any Information Materials, (a) you agree to execute and deliver to the Lead Arranger (i) a customary letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate customary letter in which you authorize distribution of the Public Side Version to Public-Siders and represent that no MNPI is contained therein and (b) you agree to use commercially reasonable efforts to identify that portion of the Information Materials that may be distributed to Public-Siders as not containing MNPI, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (and you agree that, by marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Initial Lender, the Lead Arranger and the prospective Lenders to treat such Information Materials as not containing MNPI (it being understood that you shall not be under any obligation to mark the Information Materials as “PUBLIC”)).  You acknowledge that the Lead Arranger will make available the Information Materials on a confidential basis to the proposed syndicate of Lenders by posting such information on Intralinks, Debt X or SyndTrack Online or by similar electronic means.  You agree that, subject to the confidentiality and other provisions of this Commitment Letter, the following documents may be distributed to both Private-Siders and Public-Siders, unless you advise the Lead Arranger in writing within a reasonable time after receipt of such materials for review that such materials should only be distributed to Private-Siders (provided that such materials have been provided to you and your counsel for review within a reasonable period of time prior thereto): (1) administrative materials prepared by the Lead Arranger for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (2) the Term Sheet and notification of changes in the Facilities’ terms and conditions and (3) drafts and final versions of the Facilities Documentation.  If you so advise the Lead Arranger that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

You hereby represent and warrant (with respect to any information or data relating to either of the Acquired Businesses prior to the applicable Closing Date solely to your knowledge) that (a) all written information other than the Projections and other forward-looking information and other than information of a general economic or industry specific nature (such information and data, the “Information”) that has been or will be made available to the Initial Lender or the Lead Arranger by or on behalf of you or your subsidiaries, or any of your representatives or affiliates, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates provided thereto from time to time) and (b) the Projections that have been or will be made available to the Initial Lender or the Lead Arranger by or on behalf of you or your subsidiaries, or any of your representatives or affiliates, have been and will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the time such Projections are furnished to us (it being understood that (i) the Projections are as to future events and are not to be viewed as facts, (ii) the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, (iii) no assurance can be given that any particular Projections will be realized and (iv) actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material).  You agree that if at any time from and including the date hereof until the later of the Initial Closing Date and the Syndication Date you become aware that the representation and warranty in the immediately preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will (or with respect to Information and Projections relating to the Acquired Businesses, use commercially reasonable efforts to) promptly supplement the Information and the Projections so that such representation and warranty would be correct in all material respects under those circumstances.  In arranging the Facilities, including the syndication of the Facilities, the Lead Arranger (A) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (B) does not assume responsibility for the accuracy or completeness of the Information or the Projections.

As consideration for the Initial Lender’s commitments hereunder and the Lead Arranger’s agreement to structure, arrange and syndicate the Facilities, you agree to pay to the Initial Lender and the Lead Arranger the fees as set forth in the Term Sheet and the Arranger Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”).  Once paid, except as expressly provided in the Fee Letter, such fees shall not be refundable under any circumstances, except as expressly set forth therein or as otherwise separately agreed to in writing by you and us.

The Initial Lender’s commitment hereunder to fund the applicable Facilities on each of the Closing Dates and the agreement of the Lead Arranger to perform the services described herein are subject solely to the express conditions set forth under the headings “Conditions Precedent to the Initial Closing Date”, “Conditions Precedent to the Subsequent Closing Date” and “Conditions Precedent to All Borrowings” in the Senior Facilities Term Sheet and the conditions set forth in the Conditions Exhibits, and upon satisfaction (or waiver by the Initial Lender) of such conditions, the initial funding of the applicable Facilities shall occur, it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter and the Facilities Documentation.

Notwithstanding anything in this Commitment Letter, the Term Sheet, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations and warranties the accuracy of which shall be a condition to the availability of the Facilities shall be (i) on the Yankee Closing Date, the representations and warranties made by the Yankee Seller or the Yankee Business with respect to the Yankee Business in the Yankee Merger Agreement as are material to the interests of the Lenders, but only to the extent that you have (or an affiliate of yours has) the right to terminate your (or its) obligations under the Yankee Merger Agreement or decline to consummate the Yankee Acquisition as a result of a breach of such representations and warranties in the Yankee Merger Agreement (the “Specified Yankee Representations”), (ii) on the Twin Closing Date, the representations and warranties made by the Twin Business with respect to the Twin Business in the Twin Merger Agreement as are material to the interests of the Lenders, but only to the extent that you have (or an affiliate of yours has) the right to terminate your (or its) obligations under the Twin Merger Agreement or decline to consummate the Twin Acquisition as a result of a breach of such representations and warranties in the Twin Merger Agreement (the “Specified Twin Representations” and, together with the Specified Yankee Representations, the “Specified Acquisition Agreement Representations”) and (iii) on each Closing Date, the Specified Representations (as defined below) in the Facilities Documentation and (b) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability or funding of the applicable Facilities on each Closing Date if the conditions described in the immediately preceding paragraph are satisfied or waived by the Initial Lender (it being understood that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the applicable Closing Date (other than the creation of and perfection (including by delivery of stock or other equity certificates, if any) of security interests (i) in the equity interests in any of your material domestic subsidiaries (to the extent constituting Collateral under the Senior Facilities Term Sheet and other than in respect of the Acquired Businesses or their subsidiaries, which shall be delivered to the extent made available by the Yankee Business or the Twin Business on the applicable Closing Date) and (ii) in other assets located in the United States with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on either Closing Date, but instead shall be required to be provided or delivered after the Initial Closing Date and/or the Subsequent Closing Date, as applicable, pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably).  For purposes hereof, “Specified Representations” means the representations and warranties relating to the Borrower and the Guarantors set forth in the Facilities Documentation relating to organization and powers; authorization, due execution and delivery and enforceability, in each case, relating to the entering into and performance of the Facilities Documentation; no conflicts between the Facilities Documentation and your organizational documents immediately after giving effect to the Transactions; OFAC, FCPA, Patriot Act and other anti-money laundering laws; solvency as of the applicable Closing Date (after giving effect to the Transactions contemplated to take place on such Closing Date) of you and your applicable subsidiaries on a consolidated basis; the Investment Company Act of 1940; Federal Reserve margin regulations; and subject to the parenthetical statement in the immediately preceding sentence, creation, perfection and priority of security interests in the Collateral.  This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

By executing this Commitment Letter, you agree (a) to indemnify and hold harmless the Lead Arranger, its affiliates and each of their respective Related Parties (as defined below) (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses, joint or several, to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Term Sheet, the Fee Letter, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such indemnified person is a party thereto or whether a Proceeding is initiated by or on behalf of a third party or you or any of your affiliates, and to reimburse each such indemnified person upon written demand for any reasonable and documented out-of-pocket legal expenses of one firm of counsel for all such indemnified persons, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such indemnified persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the indemnified person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected indemnified person) and other reasonable and documented out-of-pocket fees and expenses, in each case incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they (i) are found (as determined in a final and non-appealable judgment of a court of competent jurisdiction) to have resulted from the willful misconduct, bad faith or gross negligence of such indemnified person, (ii) result from a claim brought by you or any of your subsidiaries against such indemnified person for material breach of such indemnified person’s obligations hereunder if you or such subsidiary has obtained a final and non-appealable judgment in your or its favor on such claim as determined by a court of competent jurisdiction or (iii) result from a proceeding that does not involve an act or omission by you or any of your affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and that is brought by an indemnified person against any other indemnified person (other than claims against any arranger, bookrunner or agent in its capacity or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respect to the Facilities) and (b) if the Initial Closing Date occurs, to reimburse the Lead Arranger upon presentation of a summary statement for all reasonable and documented out-of-pocket expenses (including but not limited to the expenses of the Lead Arranger’s due diligence investigation, consultants’ fees and expenses, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel (such charges and disbursements limited to one firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction)) incurred in connection with the Facilities and the preparation of this Commitment Letter, the Term Sheet, the Fee Letter, the Facilities Documentation and any security arrangements in connection therewith.  You shall not be liable for any settlement of any Proceeding effected without your consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each indemnified person from and against any and all losses, claims, damages, penalties, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this paragraph. Notwithstanding any other provision of this Commitment Letter, (1) no indemnified person shall be liable for any damages directly or indirectly arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (except to the extent that any such damages have resulted from the willful misconduct, bad faith or gross negligence of such indemnified person (as determined by a court of competent jurisdiction in a final non-appealable judgment)) and (2) none of the indemnified persons, you or the Acquired Businesses or your or their respective subsidiaries or affiliates shall be liable for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings) in connection with the Facilities or the Transactions; provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations to the extent set forth in this paragraph.  For purposes hereof, “Related Parties” means, with respect to any person, the directors, officers, employees, agents, representatives and controlling persons of such person.  The foregoing provisions in this paragraph shall be superseded, in each case, to the extent covered thereby by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect.

You acknowledge that the Lead Arranger and its affiliates may be providing debt financing, equity capital or other services (including but not limited to financial advisory services) to other persons in respect of which you may have conflicting interests regarding the transactions described herein and otherwise.    None of the Lead Arranger or any of its affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you in connection with the performance by the Lead Arranger or any of its affiliates of services for other persons, and none of the Lead Arranger or any of its affiliates will furnish any such information to other companies.  You also acknowledge that none of the Lead Arranger or any of its affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Acquired Businesses or your or their respective subsidiaries or representatives, confidential information obtained by the Lead Arranger or any of its affiliates from any other company or person.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you, on the one hand, and the Lead Arranger, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter and the Term Sheet, irrespective of whether the Lead Arranger has either advised or is advising you on other matters, (b) the Lead Arranger, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Lead Arranger, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter and the Term Sheet, (d) you have been advised that the Lead Arranger is engaged in a broad range of transactions that may involve interests that differ from your interests and that the Lead Arranger does not have an obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, (e) the Lead Arranger is not advising you as to any legal, regulatory, tax, accounting or investment matters in any jurisdiction (including, without limitation, with respect to any consents needed in connection with the transactions contemplated hereby) and that you shall consult your own advisors with respect to such matters to the extent you deem appropriate in connection with the transactions contemplated hereby and (f) you waive, to the fullest extent permitted by law, any claims you may have against the Lead Arranger for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Transactions and agree that the Lead Arranger shall not have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You further acknowledge that the Lead Arranger is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services.  In the ordinary course of business, the Lead Arranger may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans) and other obligations of, you, the Acquired Businesses and other companies with which you or the Acquired Businesses may have commercial or other relationships.  With respect to any securities and/or financial instruments so held by the Lead Arranger or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto, and such party’s obligations hereunder may not be delegated, without the prior written consent of the Lead Arranger (in the case of any such assignment or delegation by the Borrower) or the Borrower (in the case of any such assignment or delegation by the Lead Arranger), and any attempted assignment without such consent shall be null and void.  This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Lead Arranger and you.  This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.  Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Commitment Letter.  This Commitment Letter, the Term Sheet, the  Fee Letter, supersede all prior understandings, whether written or oral, between us with respect to the Facilities.  This Commitment Letter is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly provided for herein.  THIS COMMITMENT LETTER AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided, however, that (a) the interpretation of the definition of “Company Material Adverse Effect” (as defined in each Conditions Exhibit) (and whether or not a Company Material Adverse Effect with respect to either Acquired Business has occurred), (b) the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you or your affiliates have the right (without regard to any notice requirement) to terminate your obligations (or to refuse to consummate the applicable Acquisition) under the applicable Acquisition Agreement and (c) whether either Acquisition has been consummated in accordance with the terms of the applicable Acquisition Agreement, in each case, shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.  The Lead Arranger may perform the duties and activities described hereunder through any of its affiliates and the provisions of the fourth preceding paragraph shall apply with equal force and effect to any of such affiliates so performing any such duties or activities.

Subject to the last sentence of this paragraph, each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto or any of their respective affiliates or any of their respective officers, directors, employees, agents and controlling persons in any way relating to the Transactions, this Commitment Letter, the Term Sheet or the Fee Letter or the performance of services hereunder or thereunder, in any forum other than any New York State or Federal court sitting in the Borough of Manhattan in the City of New York or any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court.  Each of the parties hereto hereby agrees that service of any process, summons, notice or document by registered mail addressed to such party shall be effective service of process for any suit, action or proceeding brought in any such court.  Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such action, litigation or proceeding brought in any such court and any claim that any such action, litigation or proceeding has been brought in any inconvenient forum.  Each party hereto hereby agrees that a final judgment in any such action, litigation or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE TERM SHEET, THE FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AND THE FEE LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter and the Term Sheet and as promptly as reasonably practicable, it being acknowledged and agreed that the commitment provided hereunder is subject to conditions precedent as provided herein.

You agree that you will not disclose, directly or indirectly, this Commitment Letter, the Term Sheet, the Fee Letter, the contents of any of the foregoing or the activities of the Lead Arranger pursuant hereto or thereto to any person without the prior approval of the Lead Arranger, except that you may disclose (a) this Commitment Letter, the Term Sheet, the Fee Letter and the contents hereof and thereof (i) to the Acquired Businesses and your and the Acquired Businesses’ directors, officers, employees, attorneys, accountants and advisors directly involved in the consideration of this matter on a confidential and need-to-know basis (provided that any disclosure of the Fee Letter or its terms or substance to either of the Acquired Businesses or their respective directors, officers, employees, attorneys, accountants and advisors shall be redacted in a manner reasonably satisfactory to the Lead Arranger), (ii) pursuant to the order of any court or administrative agency or in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case you shall promptly notify us, in advance, to the extent lawfully permitted to do so), (iii) in connection with the exercise of remedies to the extent relating to this Commitment Letter, the Term Sheet or the Fee Letter and (iv) to the extent this Commitment Letter, the Term Sheet, the Fee Letter or the contents hereof and thereof become publicly available other than by reason of disclosure by you in breach of this Commitment Letter, (b) this Commitment Letter, the Term Sheet and the contents hereof and thereof (but not the Fee Letter or the contents thereof) (i) to S&P and Moody’s  in connection with the Transactions and on a confidential and need-to-know basis and (ii) in any syndication or other marketing materials in connection with the Facilities (including the Information Materials) or, to the extent required by law, in connection with any public filing, (c) the aggregate fee amounts contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts in connection with the Transactions in marketing materials for the Facilities or, to the extent required by applicable law, in any public filing and (d) generally the existence and amount of commitments hereunder and the identity of the Lead Arranger.

The Lead Arranger shall use all non-public information received by it in connection with the Facilities and the Transactions solely for the purposes of providing the services that are the subject of this Commitment Letter, the Term Sheet and the Fee Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent the Lead Arranger from disclosing any such information (a) to ratings agencies on a confidential basis and in consultation with you, (b) to any Lenders or participants or prospective Lenders or prospective participants, (c) pursuant to the order of any court or administrative agency or in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case, the Lead Arranger shall promptly notify you, in advance, to the extent lawfully permitted to do so), (d) upon the request or demand of any regulatory authority having jurisdiction over the Lead Arranger or any of its affiliates (in which case the Lead Arranger shall, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (e) to the Related Parties of the Lead Arranger who are informed of the confidential nature of such information and are or have been advised of their obligation to keep all such information confidential or are otherwise under a professional or employment duty of confidentiality, and the Lead Arranger shall be responsible for each such person’s compliance with this paragraph, (f) to any of its affiliates (provided that any such affiliate is advised of its obligation to retain such information as confidential, and the Lead Arranger shall be responsible for its affiliates’ compliance with this paragraph) solely in connection with the Transactions, (g) to the extent any such information becomes publicly available other than by reason of disclosure by the Lead Arranger, its affiliates or any of their respective Related Parties in breach of this Commitment Letter, (h) to the extent such information is received by the Lead Arranger from a third party that is not, to the Lead Arranger’s knowledge, subject to a confidentiality obligation to you with respect to such information and (i) in connection with the exercise of remedies to the extent relating to this Commitment Letter, the Term Sheet or the Fee Letter; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on the terms set forth in this paragraph or as is otherwise reasonably acceptable to you) in accordance with the standard syndication processes of the Lead Arranger or customary market standards for dissemination of such type of information.  The obligations of the Lead Arranger under this paragraph shall automatically terminate and be superseded by the confidentiality provisions of the Facilities Documentation upon the initial funding thereunder; provided that if not previously terminated, the provisions of this paragraph shall automatically terminate two years following the date of this Commitment Letter.

The Lead Arranger hereby notifies you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001), as subsequently amended and reauthorized) (the “Patriot Act”), it and each of the Lenders may be required to obtain, verify and record information that identifies you, which information may include your name and address, the name and address of each of the Guarantors and other information that will allow the Lead Arranger and each of the Lenders to identify you and each of the Guarantors in accordance with the Patriot Act.  This notice is given in accordance with the requirements of the Patriot Act and is effective for the Lead Arranger and each of the Lenders.

Please indicate your acceptance of the terms hereof and of the Fee Letter by signing in the appropriate space below and in the Fee Letter and returning to the Lead Arranger (or its counsel) executed original copies (or facsimiles or other electronic copies in “pdf” or “tif” format thereof) of this Commitment Letter and the Fee Letter not later than 11:59 p.m., New York City time, on July 10, 2017.  The commitments and agreements of the Lead Arranger and the Initial Lender hereunder will expire at such time in the event that the Lead Arranger has not received such executed original copies (or facsimiles or other electronic copies in “pdf” or “tif” format thereof) in accordance with the immediately preceding sentence.  In the event that (a) the Subsequent Closing Date does not occur on or before October 9, 2018 (or, if the End Date (as defined in the Twin Merger Agreement) is extended pursuant to Section 8.01(b) of the Twin Merger Agreement, January 9, 2019) (the “Outside Date”), (b) both of the Acquisition Agreements are terminated in accordance with the respective terms thereof without the closing of the Acquisitions and the funding of the Facilities or (c) the closing of each of the Acquisitions occurs without the use of the Facilities, then this Commitment Letter and the commitments hereunder shall automatically terminate unless the Commitment Parties shall, in their sole discretion, agree to an extension.  Notwithstanding anything herein or in the Term Sheet to the contrary, the commitments and agreements of the Lead Arranger and the Initial Lender hereunder are not conditioned on (a) the consummation of the Yankee Acquisition (with respect to the Twin Acquisition) or the Twin Acquisition (with respect to the Yankee Acquisition), (b) the consummation of the Yankee Acquisition occurring prior to the consummation of the Twin Acquisition or (c) the consummation of the Twin Acquisition occurring prior to the consummation of the Yankee Acquisition.  In the event that the Yankee Merger Agreement is terminated in accordance with its terms or the Yankee Acquisition is not consummated on or prior to January 5, 2018, the commitments of the Initial Lender hereunder shall be automatically reduced by $200 million without any further action by any of the parties hereto.  It is understood and agreed that, in the event the Acquisition Agreement with respect to either the Yankee Acquisition or the Twin Acquisition is terminated prior to the consummation thereof, each general reference to the “Acquired Businesses” or an “Acquired Business” in this Commitment Letter will be deemed to apply only to the Acquired Business of the Acquisition in respect of which the applicable Acquisition Agreement has not been terminated.  The syndication, compensation, reimbursement, indemnification, jurisdiction, governing law, waiver of jury trial, no fiduciary relationship and, except as expressly set forth above, confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder.  You may terminate this Commitment Letter and/or the Initial Lender’s commitment with respect to the Facilities (or a portion thereof) at any time subject to the provisions of the immediately preceding sentence.