GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street NewYork, New York 10282-2198

Exhibit 10.1

GOLDMAN SACHS BANK USA

GOLDMAN SACHS LENDING PARTNERS LLC

200 West Street

New York, New York 10282-2198

May 12, 2014

The Hillshire Brands Company

400 South Jefferson Street

Chicago, Illinois 60607

Attention: Kent Magill

Telephone No: 312 ###-###-####

Project Paladin

$4,800 million Senior Secured Term Loan Facility

$500 million Senior Secured Revolving Facility

Commitment Letter

Ladies and Gentlemen:

You have advised each of Goldman Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending Partners LLC (“GSLP” and, together with GS Bank, the “Initial Commitment Parties” and each, an “Initial Commitment Party” and, collectively with any Additional Commitment Party (defined below), the “Commitment Parties”, “we” or “us”) that The Hillshire Brands Company (“you”, the “Company”) intends to enter into the transactions described in the Description of the Transactions attached hereto as Exhibit A (as defined therein, the “Transactions”). Capitalized terms used but not defined herein shall have the meanings assigned to them in Exhibit A and the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”).

You have further advised us that, in connection therewith, and subject solely to the conditions set forth in Section 7 of this Commitment Letter, the Term Sheet under the paragraph entitled “Conditions to Initial Borrowing” and Exhibit C hereto: (a) the Company intends to obtain the senior secured revolving credit facility in an aggregate amount of $500 million (the “Revolving Facility”) described in the Term Sheet and (b) the Company intends to obtain a $4,800 million senior secured term loan B facility (the “Term Loan Facility,” and together with the Revolving Facility, the “Secured Facilities”) described in the Term Sheet. Finally, you have advised us that, in addition and at your election, you may elect to issue senior unsecured notes with a tenor longer than that of the Term Loan Facility (“Senior Notes”) in an underwritten offering, Rule 144A offering or other private placement in lieu of a portion of the Term Loan Facility, in which case the principal amount of the Term Loan Facility shall be reduced on a dollar-for-dollar basis by the net proceeds received from the issuance of such Senior Notes and the marketing of any such Senior Notes shall be coordinated with the syndication of the Secured Facilities in a mutually agreed-upon manner. Notwithstanding the foregoing, regardless of whether you elect to offer or issue, or engage in discussions with respect to the offer or issuance of, Senior Notes or engage an investment bank in connection with the offering or issuance of Senior Notes, our commitments hereunder shall not be

reduced or otherwise affected unless and until such Senior Notes are issued by you in an underwritten offering, Rule 144A offering or other private placement and you actually receive the proceeds thereof, in which case the aggregate commitments with respect to the Term Loan Facility shall be reduced on a dollar-for-dollar basis by the net cash proceeds actually received by you in connection with the issuance of Senior Notes. It shall not be a condition to our commitments hereunder that you offer, issue or attempt to offer or issue Senior Notes or engage an investment bank in connection with the offering or issuance of Senior Notes or that, having elected to attempt to offer or issue Senior Notes, you complete such offering or issuance.

In connection with the Transactions, each of GS Bank and GSLP is pleased to advise you of its several and not joint commitment to provide the portion of each of the Secured Facilities set forth opposite such Initial Commitment Party’s name on Schedule 1 hereto, upon the terms and subject solely to the conditions set forth in this Commitment Letter. The commitment of each Commitment Party is collectively referred to herein as the “Commitments” and, individually, as a “Commitment”.

Subject to section 2 below, you shall have the right, at any time until 20 days after the date that this Commitment Letter and the Fee Letter referred to below are executed and delivered by you, to obtain commitments from up to 3 additional banks, financial institutions and other entities reasonably acceptable to the Initial Commitment Parties (each an “Additional Commitment Party” and, collectively, the “Additional Commitment Parties”) to assume the rights and obligations of the Initial Commitment Parties hereunder (in respect of up to 60% of the commitments under each of the Secured Facilities) upon the execution by such entity (and any relevant affiliate) of customary joinder documentation reasonably acceptable to the Company and the Initial Commitment Parties (the “Joinder Documentation”); provided that no Additional Commitment Party shall receive economics that are greater than the economics allocated to the Initial Commitment Parties collectively hereunder. The aggregate Commitments of the Initial Commitment Parties shall be reduced (on a pro rata basis or other basis determined by the Initial Commitment Parties with notice to you) by the aggregate amount of Commitments held by any Additional Commitment Parties upon the execution by such Additional Commitment Parties of the Joinder Documentation, and each such Additional Commitment Party’s several commitment shall be allocated such that each Additional Commitment Party shall be allocated a percentage of commitments under the Revolving Facility that is at least pro rata to such Additional Commitment Party’s commitments under the Term Facility; provided that, regardless of the joinder of any Additional Commitment Party (i) the Initial Commitment Parties shall collectively retain not less than 40% of the Commitments hereunder and collectively receive not less than 40% of the compensatory economics in respect of the aggregate Commitments or, if greater, the percentage of compensatory economics provided to any Additional Commitment Party and (ii) each Additional Commitment Party shall only be entitled to economics that are no greater than proportionate to the commitment of such Additional Commitment Party with respect to the Secured Facilities.

It is agreed that (i) GS Bank will act as sole lead arranger and sole bookrunner for each of the Secured Facilities (the “Lead Arranger”) and (ii) GS Bank will act as the administrative agent for each of the Secured Facilities.

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It is further agreed that GS Bank will have “left” placement in any and all marketing materials or other documentation relating to each of the Secured Facilities and shall have the roles and responsibilities customarily associated with such placements. You may appoint documentation agents, syndication agents, additional co-agents, and up to 3 joint bookrunners or additional joint lead arrangers that are Additional Commitment Parties (or affiliates thereof) reasonably acceptable to the Lead Arranger; provided that, except as set forth in paragraph 1, neither the commitments of any Initial Commitment Party nor the commitments of any Additional Commitment Party shall be reduced as a result of such appointment. You and we further agree that no other titles will be awarded and no compensation (other than those expressly contemplated by this Commitment Letter or the Fee Letter (defined below)) will be paid in connection with each of the Secured Facilities, unless you and we shall so agree.

We intend to, and reserve the right to, syndicate each of the Secured Facilities to a group of lenders identified by us in consultation with you and reasonably acceptable to you (such acceptance not to be unreasonably withheld or delayed) (such lenders, together with the Commitment Parties, the “Lenders”); provided that it is understood that the Lead Arranger will not syndicate to (i) those persons, identified by you in writing prior to the execution and delivery of this Commitment Letter as competitors of the Company, its subsidiaries, the Target (as defined in Exhibit A), or any of their respective affiliates (other than any bona fide debt funds) to the extent such affiliates are clearly identifiable on the basis of their name, (ii) those persons identified by you in writing from time to time following the date hereof that become competitors (after the date hereof) of the Company, the Target, or any of their respective affiliates (other than any bona fide debt funds) to the extent such affiliates are clearly identifiable on the basis of their name or (iii) any person (together with its affiliates to the extent clearly identifiable on the basis of their name) identified in writing to the Lead Arranger by the Company prior to the execution and delivery of this Commitment Letter (collectively, the “Disqualified Institutions”); provided further that notwithstanding the Commitment Parties’ right to syndicate each of the Secured Facilities and receive commitments with respect thereto, (i) except in respect of any assignment to any Additional Commitment Party in accordance with Section 1 above or by GS Bank to GSLP or GSLP to GS Bank, no Commitment Party shall be relieved, released or novated from its obligations hereunder (including, but not limited to, its obligation to fund its commitment on the Closing Date subject solely to the satisfaction of the conditions set forth in Section 7 of this Commitment Letter, the Term Sheet under the paragraph entitled “Conditions to Initial Borrowing” and Exhibit C hereto) in connection with any syndication, assignment or participation of any of the Secured Facilities until after the funding on the Closing Date has occurred, (ii) except for any assignment to any Additional Commitment Party in accordance with Section 1 above or by GS Bank to GSLP or GSLP to GS Bank, no assignment or novation by any Commitment Party shall become effective as between you and such Commitment Party with respect to all or any portion of such Commitment Party’s commitment in respect of any of the Secured Facilities until after the initial funding of each of the Secured Facilities and (iii) unless you otherwise agree in writing, GS Bank and GSLP shall retain exclusive control over all rights and obligations with respect to their respective commitments in respect of each of the Secured Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred and the extensions of credit to be made on such date as contemplated hereby have been made. Notwithstanding anything to the contrary contained herein, any resales or assignments of the Secured Facilities by any Lender (including any Initial Commitment Party) following the Closing Date shall be governed by the provisions of the Secured Facilities, as applicable, as set forth in the Term Sheet.

You agree to assist the Commitment Parties in completing a syndication reasonably satisfactory to the Commitment Parties and to you until the earlier of 90 days after the Closing Date and the completion of a Successful Syndication (as defined in the Fee Letter) (the “Syndication Date”). Such efforts to assist shall include (A) your using commercially reasonable efforts to ensure that the

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syndication efforts benefit from your and your subsidiaries’ existing lending and investment banking relationships, and to the extent practical and appropriate, the existing lending and investment banking relationships of the Target and its subsidiaries, (B) direct contact between appropriate members of senior management, certain representatives and certain non-legal advisors of you (and, subject to the extent expressly provided in the Merger Agreement, your using commercially reasonable efforts to cause direct contact between members of senior management, certain representatives and certain non-legal advisors of the Target and its subsidiaries) and the proposed Lenders, in all such cases at times and places mutually agreed upon, (C) your preparing and providing (and your using commercially reasonable efforts to cause the Target and its subsidiaries to provide) to the Commitment Parties all customary information that is reasonably available to you with respect to the Company, the Target and their respective subsidiaries, and the Acquisition (in each case, to the extent permitted by the Merger Agreement), including all financial information and Projections (as defined below), in each case as the Commitment Parties may reasonably request in connection with the arrangement and syndication of each of the Secured Facilities and your assistance in the preparation of one or more customary confidential information memoranda (each, a “Confidential Information Memorandum”) and other marketing materials to be used in connection with the syndication (all such information, memoranda and material, “Information Materials”), (D) your using commercially reasonable efforts to obtain (which use of commercially reasonable efforts shall not require you to change the proposed terms of the Secured Facilities), upon our request, (i) public tranche ratings for the Secured Facilities and (ii) a public corporate credit rating and public corporate family rating in respect of the Company, in each case, from each of Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., respectively, prior to the launch of syndication of the Secured Facilities and (E) the hosting, with the Commitment Parties, of meetings of prospective Lenders (or, if you and we shall agree, conference calls in lieu of any such meeting) and “one-on-one” conference calls at reasonable times and locations to be mutually agreed. Without limiting your obligations to assist with syndication efforts as set forth above, neither obtaining any credit rating nor the commencement, conduct or completion of syndication is a condition to the Commitments or the funding of any of the Secured Facilities on the Closing Date.

Subject to the foregoing, the Lead Arranger will manage, in consultation with you, all aspects of the syndication, including (and in each case subject to the provisions set forth in this Commitment Letter) decisions as to the selection of institutions to be approached (which institutions shall be reasonably acceptable to you and excluding Disqualified Institutions) and when they will be approached, when commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders.

At the request of the Commitment Parties, you agree to assist in the preparation of a public version of each Confidential Information Memorandum or other Information Materials (a “Public Version”) and other customary marketing materials to be used in connection with the syndication of the Secured Facilities, consisting exclusively of information with respect to you, your subsidiaries, the Target, and the Target’s subsidiaries that is either publicly available or does not contain material non-public information (within the meaning of United States federal and state securities laws) (“MNPI”) with respect to the Company, the Target or its subsidiaries, or any of your or their respective securities for purposes of United States federal and state securities laws (such information, “Non-MNPI”). Such Public Versions, together with any other information prepared by you, the Target or your subsidiaries or your or their respective representatives and conspicuously marked “Public” (collectively, the “Public Information”), may, subject to the provisions of Section 10 of this Commitment Letter, be distributed by us to prospective Lenders who have advised us that they wish to receive only Non-MNPI (“Public Side Lenders”), and you shall be deemed to have authorized the Public Side Lenders to treat such Public Versions and such marked information as containing Non-MNPI. It is understood that, in connection

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with your assistance described above, (i) customary authorization letters, consistent with the terms of this Commitment Letter, will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders containing a representation substantially consistent with the first sentence of Section 4 of this Commitment Letter and a customary representation by you to the Commitment Parties that the Public Information does not include material nonpublic information about you, the Target, or either of your or their respective subsidiaries or securities and (ii) each Confidential Information Memorandum shall include provisions exculpating us with respect to any liability related to the use of the contents of such Public Information or any related marketing materials by the recipients thereof. You acknowledge and agree that, subject to the provisions of Section 10 of this Commitment Letter, in addition to Public Information and unless you promptly notify us (including by email) otherwise after you and your counsel being provided a reasonable amount of time to review such documentation provided by us and comply with applicable securities law disclosure obligations, (a) drafts that are not marked confidential and the final definitive documentation with respect to each of the Secured Facilities (the “Facilities Documentation”) (excluding specified schedules thereto), (b) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (c) notifications of changes in the terms of any of the Secured Facilities may be distributed to Public Side Lenders.

You also agree to use commercially reasonable efforts to identify that portion of any other Information (as defined below) (collectively, the “Borrower Materials”) to be distributed to Public Side Lenders, including by clearly and conspicuously marking such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Borrower Materials “PUBLIC”, you shall be deemed to have authorized the Lead Arranger and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, the Target or their respective subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (it being understood that you shall not be under any obligation to mark the Borrower Materials “PUBLIC”).

Notwithstanding anything herein to the contrary, the only financial statements that will be required to be provided to the Commitment Parties or the Lead Arranger in connection with the syndication of each of the Secured Facilities shall be those required to be delivered under Exhibit C.

You hereby represent and warrant that (with respect to information relating to the Target and its subsidiaries, to your knowledge) (a) all written information (other than the Projections, other forward looking information and information of a general economic or industry-specific nature) concerning you, the Target or any of your subsidiaries (including all Information Materials), that has been or will be made available to us by you, the Target or any of your or their representatives on your behalf in connection with the Transactions contemplated hereby (the “Information”), when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished to us, 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 (after giving effect to all supplements and updates thereto) and (b) the financial and/or business projections and other forward-looking information (the “Projections”) that have been or will be made available to us by you, the Target or any of your or their representatives on your behalf in connection with the Transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time made and at the time such Projections are made available to us (it being recognized by the Commitment Parties that such Projections are as to future

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events and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurances are given that any particular Projections will be realized, that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from the projected results, and that such differences may be material). You agree that if, at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations in the preceding sentence would be incorrect if the Information or the Projections were being furnished and such representation were being made at such time (to the best of your knowledge with respect to Information and Projections and any forward looking information relating to the Target and its subsidiaries) in any material respect, then you will promptly supplement the Information and the Projections so that such representations are correct (to the best of your knowledge with respect to Information and Projections relating to the Target and its subsidiaries) in all material respects under those circumstances. You understand that in arranging and syndicating each of the Secured Facilities we will be entitled to use and rely on the Information and Projections without independent verification thereof and we do not assume responsibility for the accuracy and completeness of the Information or the Projections.

As consideration for the agreements of the Initial Commitment Parties hereunder, you agree to pay the fees described in the Fee Letter dated the date hereof and delivered herewith (the “Fee Letter”) on the terms and subject to the conditions set forth therein. Once paid, such fees shall not be refundable under any circumstances except as agreed to between you and us.

You agree that from the date of execution and delivery of this Commitment Letter by all parties hereto until the Syndication Date, neither you nor your subsidiaries will (and you shall use commercially reasonable efforts to ensure that neither Target nor its subsidiaries will) undertake any competing offering, placement, arrangement or syndication of any senior bank financing or debt securities (other than (i) each of the Secured Facilities, (ii) the Senior Notes (so long as the marketing of such Senior Notes is coordinated with the syndication for the Secured Facilities in a mutually acceptable manner), (iii) replacements, extensions and renewals of existing indebtedness at maturity, (iv) indebtedness of the Target and its subsidiaries permitted to be incurred or outstanding pursuant to the Merger Agreement and (v) other limited exceptions to be agreed, including any accounts receivable financings, any financings in the form of securitizations, real estate financings, capital leases, ordinary course of business short-term financings and/or hedging arrangements), in each case without the prior written consent of the Lead Arranger if such financing would reasonably be expected to materially impair the primary syndication of any of the Secured Facilities.

The Commitment Parties’ obligations to fund their respective commitments hereunder, and our agreements to perform the services described herein, are subject solely to the satisfaction (or written waiver by the Initial Commitment Parties) of the following conditions (the “Conditions”): (a) the execution and delivery by the Borrower and the Guarantors of definitive documentation with respect to each of the Secured Facilities (which will be drafted by your counsel) on the terms set forth in the Term Sheet, consistent with the Documentation Principles (as defined in the Term Sheet), (b) fulfillment of the conditions set forth under “Conditions to Initial Borrowing” in the Term Sheet, and (c) the fulfillment of the conditions set forth in Exhibit C. There shall be no conditions to closing and funding (implied or otherwise, including compliance with the other terms of this Commitment Letter, the terms of Fee Letter or the terms of the Facilities Documentation), other than those expressly referred to in this Section 7.

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Upon satisfaction of the Conditions or written waiver by the Initial Commitment Parties (the date of satisfaction of such conditions or written waiver thereof, the “Closing Date”), the Initial Commitment Parties and any Additional Commitment Parties shall fund, or shall cause to be funded, each of the Secured Facilities.

You agree (a) to indemnify and hold harmless the Commitment Parties, the Lead Arranger, their affiliates and their respective directors, officers, employees, controlling persons, members, advisors, agents and other representatives and the successors and assigns of each of the foregoing (each, an “indemnified person”) from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, any of the Secured Facilities, the use of the proceeds thereof or the Transactions or any related transaction or any actual or threatened claim, action, suit, inquiry, litigation, investigation or proceeding (any such claim, action, suit, inquiry, litigation, investigation or proceeding, a “Proceeding”) relating to any of the foregoing, regardless of whether any indemnified person is a party thereto (and regardless of whether or not such Proceeding is brought by you, your or the Target’s equity holders, affiliates, creditors or any other person, the Target or any of their respective subsidiaries or affiliates), and to reimburse each indemnified person upon demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing, limited, in the case of counsel, to a single firm of counsel for all indemnified persons, taken as a whole (and, if necessary, a single firm of local counsel in each appropriate jurisdiction for all 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 with your prior written consent (not to be unreasonably withheld), of one other firm of counsel for such affected indemnified person)) or in connection with the enforcement of any provision of this Commitment Letter or the Fee Letter provided that the foregoing indemnity will not, as to any indemnified person, apply to (A) losses, claims, damages, liabilities or related expenses (x) to the extent they are found in a final, 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 or any of such indemnified person’s controlled or controlling affiliates or any of their respective directors, officers, employees, advisors, agents, or members (collectively, the “Related Parties”), (y) to the extent arising from any dispute solely among indemnified persons (and/or their Related Parties) other than any claims against any Commitment Party in its capacity or in fulfilling its role as a Lead Arranger, administrative agent or any similar role under any of the Secured Facilities and not arising out of any act or omission on the part of you or your subsidiaries, and (z) that arise from any material breach by such indemnified person (or its Related Parties) of its obligations under this Commitment Letter (as determined by a final, non-appealable judgment of a court of competent jurisdiction) or (B) any settlement entered into by such indemnified person or its Related Parties without your prior written consent (such consent not to be unreasonably withheld or delayed), provided, however, that the foregoing indemnity will apply to any such settlement in the event that you were offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense and (b) if the Closing Date occurs, to reimburse on the Closing Date, and from time to time thereafter, within 30 days of written demand (together with reasonably detailed supporting documentation) the Commitment Parties and their affiliates for all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket due diligence expenses, fees of consultants hired with your prior written

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consent (not to be unreasonably withheld or delayed), syndication expenses, travel expenses and fees, disbursement and other charges of counsel, limited, in the case of counsel, to the reasonable and documented out-of-pocket fees, charges and disbursements of one firm identified in the Term Sheet (and of a single firm of local counsel to the Lead Arranger in each appropriate jurisdiction retained with your prior written consent (such consent not be unreasonably withheld or delayed), in each case, incurred in connection with any of the Secured Facilities and the preparation, negotiation and enforcement (and, with respect to enforcement, 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 with your prior consent (not to be unreasonably withheld or delayed) of one other firm of counsel for such affected indemnified person) of the Facilities Documentation, this Commitment Letter, the Term Sheet and the Fee Letter, or the administration, amendment, modification or waiver thereof). It is further agreed that the Commitment Parties shall only have liability to you (as opposed to any other person), and you shall have no liability to any person other than the indemnified persons to the extent set forth herein. No indemnified person or party hereto shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages arise from the gross negligence, bad faith or willful misconduct of such person (or any of its Related Parties), in each case as determined by a court of competent jurisdiction in a final and non-appealable decision or judgment. None of the indemnified persons or you or any of your or their affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Term Sheet, the Fee Letter, any of the Secured Facilities or the transactions contemplated hereby; provided that this sentence shall in no event limit your indemnity obligations set forth above. You shall not, without the prior written consent of the affected indemnified person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened Proceeding against any indemnified person unless such settlement (a) includes an unconditional release of such indemnified person from all liability or claims that are the subject matter of such Proceeding and (b) does not include any statement as to any admission of fault or culpability or failure to act. The relevant provisions of this Section 8 shall be superseded in each case by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect.

You acknowledge that we may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. Neither the Commitment Parties nor any of their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Commitment Parties nor any of their affiliates will furnish any such information to other persons.

You also acknowledge that each Commitment Party and its affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or persons.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether any Commitment Party has advised or is advising you on other matters, (b) the Commitment Parties, on the one hand, and you, on the other

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hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty to you or your affiliates on the part of the Commitment Parties, (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, (d) you have been advised that each Commitment Party is engaged in a broad range of transactions that may involve interests that differ from your interests and that no Commitment Party has any obligation to disclose such interests and transactions to you, (e) you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we shall not have any liability (whether direct or indirect) to you in respect of such a fiduciary claim or to any person asserting a fiduciary claim on behalf of or in right of you, including your stockholders, employees or creditors, (f) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (g) each Commitment Party has been, is, and will be acting solely as a principal and not as an agent and (h) no Commitment Party has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein.

As you know, Goldman Sachs & Co. (“GS”) has been retained by the Company (or one of its affiliates) as financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. Each of the parties hereto agree to such retention, and further agree not to assert any claim it might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor or GS and/or its affiliates’ arranging or providing or contemplating arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein.

You further acknowledge that each of us is a full service securities firm engaged in a broad array of activities, including securities trading and brokerage activities as well as providing investment banking and other financial and non-financial activities and services globally. In the ordinary course of business, we may provide investment banking and other financial services to, and/or acquire, hold or sell, for our own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, the Target and each of your subsidiaries and other companies with which you, or the Target or your respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by us, or any of our 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. In addition, GS and/or its affiliates may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments. Any of the aforementioned activities may involve or relate to assets, securities and/or instruments of the Company, the Target and/or other entities and persons which may (i) be involved in transactions arising from or relating to the arrangement contemplated by this Commitment Letter or (ii) have other relationships with the Company, the Target, or any of their respective affiliates. In addition, GS and/or its affiliates may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. The arrangement contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph, and employees working on the financing contemplated hereby may have been involved in originating certain of such investments and those employees may receive credit internally therefor. Although GS and/or its affiliates in the course of such other activities and relationships may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the financing contemplated by this Commitment Letter, GS and/or its affiliates shall not have any obligation to disclose such information, or the fact that GS and/or its affiliates is in possession of such information, to the Company or to use such information the Company’s behalf.

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This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter, nor the Term Sheet nor any of the terms or substance of any of the foregoing shall be disclosed by you to any other person except (a) at your election, to your officers, directors, employees, agents, advisors, affiliates, attorneys, accountants, professionals and other experts or agents who are directly involved in the consideration of this matter on a confidential basis, (b) as may be required in any legal, judicial or administrative proceeding, and as otherwise required by applicable law or regulation or as requested by a governmental authority (in which case you agree, to the extent permitted by law, to inform us promptly in advance thereof and it being understood and agreed that you shall take reasonable actions as shall be necessary to ensure such information so disclosed is accorded confidential treatment), (c) this Commitment Letter, the Term Sheet and the existence and contents hereof and thereof (but not the Fee Letter or the contents thereof other than the existence thereof and the aggregate amounts contained therein as part of projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other required filings and, in the case of clause (ii) below, a copy of the Fee Letter with the amount of fees and other customary items redacted) may be disclosed (i) in any syndication or other marketing material in connection with any of the Secured Facilities or any offering memorandum or prospectus in connection with the Senior Notes or in connection with any public filing requirement and (ii) to the Target and its subsidiaries and their respective officers, directors, employees, agents, advisors, affiliates, attorneys and accountants, in each case who are directly involved in the consideration of this matter and on a confidential basis, (d) the Term Sheet (but not the Fee Letter) may be disclosed to potential Lenders and to any rating agency in connection with any of the Secured Facilities, (e) the Commitment Letter and the Term Sheet (but not the Fee Letter) may be filed by you with the Securities Exchange Commission and the aggregate fees associated with the Transaction (including the aggregate fees payable under the Fee Letter) may be disclosed in such filings and (f) to the extent any such information becomes publicly available other than by reason of improper disclosure by you in violation of any confidentiality obligations hereunder; provided, further, that the foregoing restrictions shall cease to apply (except in respect of the Fee Letter and the contents thereof) after the Closing Date. Notwithstanding anything to the contrary in the foregoing, you may disclose the fees and expenses payable under the Fee Letter and the contents thereof to prospective Additional Commitment Parties who have agreed to be bound by confidentiality restrictions with respect thereto on substantially the same terms set forth in the next paragraph.

The Commitment Parties shall use all nonpublic information received by them in connection with this Commitment Letter, the Transactions and the related transactions solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially, together with terms and substance of this Commitment Letter and the Fee Letter, all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) to rating agencies (provided that as to rating agencies, we will disclose information acting only through you and with your prior agreement), (b) to any Lender, hedging counterparty or participant or prospective Lender, hedging counterparty or participant that agrees in writing for the benefit of the Company to keep such information confidential on terms substantially similar to the terms set forth in this paragraph or otherwise reasonably acceptable to the Company (including pursuant to customary “click through” or similar electronic agreements), (c) in any legal, judicial, administrative proceeding or other compulsory process or as required by applicable law or regulations (in which case such Commitment Party shall promptly notify you, in advance, to the extent practicable and permitted by law), (d) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or its affiliates (in which case we shall, except with respect to any audit or examination conducted by bank

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accountants or any regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent practicable and permitted by law), (e) to the officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents of such Commitment Party (collectively, “Representatives”) (provided that any such Representative is advised of its obligation to retain such information as confidential, and such Commitment Party shall be responsible for its controlled Representative’s compliance with this paragraph) solely in connection with the Transactions, (f) to enforce their respective rights hereunder or in the Fee Letter, (g) for the purposes of establishing a “due diligence” defense and (h) to the extent any such information becomes publicly available other than by reason of disclosure by any Commitment Party, its affiliates or its Representatives in breach of this Commitment Letter; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants, hedging counterparties or prospective hedging counterparties referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant, hedging counterparty or prospective hedging counterparty that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as otherwise reasonably acceptable to you and us, including, without limitation, as agreed in any confidential information memorandum or other marketing materials) in accordance with the standard syndication processes of the Commitment Parties or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information and acknowledge its confidentiality obligations in respect thereof. In addition, after the public announcement of the transactions contemplated herein, each Commitment Party may disclose the existence of the Secured Facilities and the information about the Secured Facilities that is not MNPI to market data collectors, similar services providers to the lending industry, and service providers to the Commitment Parties in connection with the administration and management of the Secured Facilities. Notwithstanding anything to the contrary in this Commitment Letter or the Term Sheet, under no circumstance will we or our affiliates disclose any confidential information to a Disqualified Institution. The obligations of the Commitment Parties under this paragraph shall remain in effect until the earlier of (i) two years from the date hereof and (ii) the date the final definitive documentation with respect to each of the Secured Facilities is entered into, at which point any confidentiality undertaking in such documentation shall supersede the provisions of this paragraph.

This Commitment Letter shall not be assignable by any party hereto without the prior written consent of each other party hereto (not to be unreasonably withheld or delayed) and any attempted assignment without such consent shall be null and void, is intended to be solely for the benefit of the parties hereto (and indemnified persons), and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and indemnified persons to the extent expressly set forth herein); provided that each Initial Commitment Party may assign its commitments hereunder (subject to the provisions set forth in this Commitment Letter, including but not limited to the limitations set forth in Section 3) to any Additional Commitment Party, to any of its affiliates and to one or more prospective Lenders not constituting a Disqualified Institution.

Each Commitment Party reserves the right to employ the services of its affiliates in providing the services and performing the obligations contemplated hereby and to allocate, in whole or in part, to its affiliates certain fees payable to such Commitment Party in such manner as such Commitment Party and its affiliates may agree in its sole discretion. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by us and by you. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and

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are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us and you with respect to any of the Secured Facilities and set forth the entire understanding of the parties with respect thereto. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT (A) THE INTERPRETATION OF THE DEFINITION OF “COMPANY MATERIAL ADVERSE EFFECT” (AS DEFINED IN EXHIBIT C) AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED (IN EACH CASE SOLELY FOR PURPOSES OF THE CONDITIONS TO FUNDING OF EACH OF THE SECURED FACILITIES ON THE CLOSING DATE) AND (B) THE DETERMINATION OF THE ACCURACY OF ANY TARGET REPRESENTATIONS (AS DEFINED IN EXHIBIT C) AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU HAVE (OR ANY OF YOUR ASSIGNEES UNDER THE MERGER AGREEMENT HAS) A RIGHT TO TERMINATE YOUR OR THEIR OBLIGATIONS THEREUNDER OR TO NOT CONSUMMATE THE MERGER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED 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. Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter herein, including an agreement to negotiate in good faith the final definitive documentation with respect to each of the Secured Facilities by the parties hereto in a manner consistent with this Commitment Letter and (ii) the Fee Letter is a binding and enforceable agreement with respect to the subject matter contained therein.

You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or Federal court sitting in the Borough of Manhattan in New York City or, if that court does not have subject matter jurisdiction, in any state court located in New York City, and any appellate court thereof, over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated hereby, this Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive (to the extent permitted by applicable law) any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. YOU AND WE HEREBY IRREVOCABLY AGREE TO WAIVE TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE TRANSACTIONS, THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

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The Commitment Parties hereby notify you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), they are required to obtain, verify and record information that identifies the Company and the Guarantors, which information includes names, addresses, tax identification numbers and other information that will allow such Lender to identify the Company and 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 each Commitment Party and each Lender.

The compensation, reimbursement, indemnification, jurisdiction, governing law, confidentiality, sharing of information, absence of fiduciary relationship, waiver of jury trial, service of process, venue, information, syndication provisions contained herein and in the Fee Letter (including the alternate transaction fee and “flex” provisions contained therein), and the provisions contained in this Section 11, shall remain in full force and effect regardless of whether the Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication of each of the Secured Facilities, (b) confidentiality of the Fee Letter and the contents thereof, (c) the provisions of Section 5 hereof and (d) the provisions of Section 6 hereof) shall automatically terminate and be superseded by the provisions of the Facilities Documentation with respect to each of the Secured Facilities upon the initial funding thereunder and you shall automatically be released from all liability in connection therewith at such funding. This Commitment Letter and the obligations hereunder, subject to the previous sentence, shall terminate automatically without any further action by any party hereto upon the earliest to occur of (a) the execution and delivery of the Facilities Documentation by all of the parties thereto and the occurrence of the initial funding of the Secured Facilities on the Closing Date, (b) the valid termination of the Merger Agreement prior to consummation of the Acquisition and (c) December 12, 2014. You may terminate this Commitment Letter and/or the Commitment Party’s commitments with respect to any of the Secured Facilities (or a portion thereof pro rata among the Commitment Parties) hereunder at any time subject to the first sentence of this paragraph and the terms of the Fee Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter not later than 12:00 p.m. noon, New York City time, on May 12, 2014. This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature page (Commitment Letter)]

[Signature page (Commitment Letter)]

SCHEDULE 1

SECURED FACILITIES COMMITMENTS

[Signature page (Commitment Letter)]

Exhibit A

Description of the Transactions

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached and in Exhibits B, C and D thereto.

The Company intends to acquire (the “Acquisition”), through a newly created direct wholly owned subsidiary incorporated in the State of Delaware (“Merger Sub Corp”) and a newly created direct wholly-owned subsidiary formed in the State of Delaware (“Merger Sub LLC”), Pinnacle Foods Inc., a Delaware corporation (the “Target”) pursuant to the Agreement and Plan of Merger dated as of May 12, 2014 (together with all exhibits, schedules and other attachments thereto, the “Merger Agreement”) by and among the Company, Merger Sub Corp, Merger Sub LLC, and the Target.

In connection with the Acquisition:

(a) Subject to the terms and conditions of the Merger Agreement, Merger Sub Corp will be merged with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Company, and, if certain conditions are met, the Target will then be merged with and into Merger Sub LLC, with Merger Sub LLC surviving as a wholly-owned subsidiary of the Company, and the existing stockholders of the Target (subject to any stockholder appraisal rights) will receive an aggregate amount per share of $18.00 in cash and 0.5 shares of common stock of the Company (the “Merger Consideration”);

(b) The Second Amended and Restated Credit Agreement, dated as of April 29, 2013, among Target, Barclays Bank PLC and the other entities party thereto, the outstanding 4.875% Senior Notes due 2021 of the Target (the “Notes”), and certain other material existing third party indebtedness of the Target and its subsidiaries (which may exclude certain indebtedness that may, pursuant to the terms of the Facilities Documentation, remain outstanding after the Closing Date), will be repaid, repurchased, refinanced and/or satisfied and discharged and all commitments with regards thereto terminated and all liens securing the same released;

(c) The indebtedness outstanding under the Five-Year Revolving Credit Facility Agreement, dated as of May 24, 2012 (the “Hillshire Credit Facility”), among the Company, Bank of America, N.A., as administrative agent, and the other financial institutions party thereto will be repurchased or refinanced and all commitments with regards thereto terminated. At the option of the Company, letters of credit issued under the Hillshire Credit Facility may be “rolled over” into or reissued under the Revolving Facility (so long as the issuer thereunder is a Lender under the Revolving Facility); and

(d) The Borrower shall obtain each of the Secured Facilities, as contemplated by the Commitment Letter, and may issue Senior Notes.

The transactions described in the foregoing clauses (b) and (c) are collectively referred to as the “Refinancing”. The Acquisition, the Refinancing and the other transactions described in this Exhibit A are collectively referred to herein as the “Transactions”.

The proceeds of the Term Loan Facility shall be used on the Closing Date solely to (a) finance the Acquisition, including payment of the cash component of the Merger Consideration, (b) repay, redeem, repurchase, refinance and/or satisfy and discharge certain of the Target’s indebtedness (“Refinanced Target Debt”), (c) repay, repurchase and/or refinance the Hillshire Credit Facility, (d) to redeem the Notes, and (e) pay the premiums, fees and expenses incurred in connection with the Transactions (the “Transaction Costs”).

Exhibit B

Project Paladin

$4,800,000,000 Senior Secured Term Loan Facility

$500,000,000 Senior Secured Revolving Facility

Summary of Principal Terms and Conditions¹

B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

B-12

B-13

B-14

B-15

B-16

B-17

B-18

B-19

B-20

B-21

ANNEX B-I

Exhibit C

Project Paladin

$4,800 million Senior Secured Term Loan Facility

$500 million Senior Secured Revolving Facility

CONDITIONS PRECEDENT TO INITIAL BORROWINGS

Except as otherwise set forth below, the initial borrowing under each of the Secured Facilities shall be subject to the following additional conditions precedent (which shall be satisfied or waived prior to or substantially concurrent with the other Transactions):

Notwithstanding anything in this Exhibit C, the Commitment Letter, the Term Sheets, 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 related defaults) the accuracy of which shall be a condition to the availability of the Secured Facilities on the Closing Date shall be (i) such of the representations made by or with respect to the Target and its subsidiaries in the Merger Agreement as are material to the interests of the Lenders (in their capacities as such) (but only to the extent that the Borrower or its applicable subsidiary under the Merger Agreement has the right to terminate its obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement) (the “Target Representations”) and (ii) the Specified Representations (as defined below) made by the Borrower in the definitive documentation for the Secured Facilities, and (b) the terms of the definitive documentation for the Secured Facilities shall be such that they do not impair the availability of the Secured Facilities on the Closing Date if the conditions set forth in this Exhibit C, in the paragraph titled “Conditions to Initial Borrowing” in the Term Sheet, and in Section 7 of the Commitment Letter are satisfied or waived (it being understood that, to the extent any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement), is not or cannot be provided and/or perfected on the Closing Date (1) without undue burden or expense or (2) after your use of commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable shall not constitute a condition precedent to the availability of the Secured Facilities on the Closing Date but shall

be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Agent (as defined in the Term Sheet) and the Borrower). “Specified Representations” means the representations of the Borrower in the Facilities Documentation relating to incorporation or existence, corporate power and authority to enter into the Facilities Documentation, due authorization and execution of the Facilities Documentation, no conflict with organizational documents or the Company’s existing note indenture, delivery and enforceability of the Facilities Documentation, Closing Date solvency on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby (solvency to be defined in a manner consistent with the solvency certificate set forth on Exhibit D hereto), Federal Reserve margin regulations, the Investment Company Act, PATRIOT Act, the use of proceeds of the Secured Facilities not violating FCPA, OFAC and laws against sanctioned persons (in each case, in a manner consistent with the Documentation Principles), use of proceeds, and the creation, validity and perfection of the security interest granted in the intended Collateral to be perfected (except as provided above).

Exhibit D

FORM OF

SOLVENCY CERTIFICATE

[            ], 20[    ]

This Solvency Certificate is delivered pursuant to Section [    ] of the Credit Agreement dated as of [            ], 20[    ], among [            ] (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

I, the undersigned, the [Chief Financial Officer] of the Borrower, in that capacity only, and not in my individual capacity, do hereby certify as of the date hereof, and based upon (i) facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts or circumstances after the date hereof) and (ii) such materials and information as I have deemed relevant to the determination of the matters set forth in this certificate, that:

1. I am familiar with the Transactions, and I (or officers of the Borrower under my direction and supervision) have reviewed the Credit Agreement, financial statements referred to in Section [    ] of the Credit Agreement and such other documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate.

2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Borrower and its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts of cash to be payable on or in respect of its debts or the debts of any such subsidiary.

This Solvency Certificate is being delivered only in my capacity as [Chief Financial Officer] of the Borrower, and not individually, and without any personal liability to the Administrative Agent or the Lenders with respect thereto.

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above.

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