BANK OF AMERICA, N.A. MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036

Ladies and Gentlemen:

This amended and restated commitment letter amends, restates and supersedes that certain commitment letter dated as of February 4, 2015 (the “Original Signing Date”) from Bank of America (as defined below), MLPFS (as defined below) and Barclays (as defined below) to Staples, Inc., a Delaware Corporation (the “Company” or “you”). The Company has advised Bank of America, N.A. (together with any of its affiliates as may be appropriate to provide the services (but not, for the avoidance of doubt, to provide the commitments) contemplated herein, “Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with any of its affiliates as may be appropriate to provide the services contemplated herein, “MLPFS”), Barclays Bank PLC (together with any of its affiliates as may be appropriate to provide the services (but not, for the avoidance of doubt, to provide the commitments) contemplated herein, “Barclays”), Wells Fargo Bank, National Association (together with any of its affiliates as may be appropriate to provide the services (but not, for the avoidance of doubt, to provide the commitments) contemplated herein, “Wells Fargo Bank”), Wells Fargo Securities, LLC (together with any of its affiliates as may be appropriate to provide the services contemplated herein, “Wells Fargo Securities”), HSBC Bank USA, N.A. (together with any of its affiliates

as may be appropriate to provide the services (but not, for the avoidance of doubt, to provide the commitments) contemplated herein, “HSBC Bank”), HSBC Securities (USA) Inc. (together with any of its affiliates as may be appropriate to provide the services contemplated herein, “HSBC Securities”), PNC Bank, National Association (together with any of its affiliates as may be appropriate to provide the services (but not, for the avoidance of doubt, to provide the commitments) contemplated herein, “PNC Bank”), PNC Capital Markets LLC (together with any of its affiliates as may be appropriate to provide the services contemplated herein, “PNCCM”), Toronto Dominion (Texas) LLC (together with any of its affiliates as may be appropriate to provide the services (but not, for the avoidance of doubt, to provide the commitments) contemplated herein, “TD Texas”), TD Securities (USA) LLC (together with any of its affiliates as may be appropriate to provide the services contemplated herein, “TD Securities”), U.S. Bank National Association (together with any of its affiliates as may be appropriate to provide the services (but not, for the avoidance of doubt, to provide the commitments) contemplated herein, “U.S. Bank”) and Guggenheim Securities Holdings, LLC (together with any of its affiliates as may be appropriate to provide the services (but not, for the avoidance of doubt, to provide the commitments) contemplated herein, “Guggenheim”, and together with Bank of America, MLPFS, Barclays, Wells Fargo Bank, Wells Fargo Securities, HSBC Bank, HSBC Securities, PNC Bank, PNCCM, TD Texas, TD Securities and U.S. Bank, collectively, the “Commitment Parties”, “we” or “us”) that it intends to (a) acquire Office Depot, Inc., a Delaware corporation (the “Target”) pursuant to an Agreement and Plan of Merger, dated as of the Original Signing Date (together with all exhibits, annexes, schedules and other disclosure letters thereto, collectively, as modified, amended, supplemented, consented to or waived, the “Acquisition Agreement”) by and among the Company, the Target and Staples AMS, Inc., a corporation organized under the laws of the state of Delaware and a wholly-owned subsidiary of the Company (“Merger Sub”), whereby Merger Sub will merge with and into the Target with the Target surviving such merger as a wholly-owned subsidiary of the Company (the “Acquisition”) and (b) consummate the other transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Facility Term Sheet”) and in the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “ABL Facility Term Sheet” and, together with the Term Facility Term Sheet, the “Term Sheets”; this amended and restated commitment letter, the Transaction Description, the Term Sheets and the Summary of Additional Conditions attached hereto as Exhibit D, collectively, the “Commitment Letter”).

You have also advised us that, in connection therewith, it is intended that the financing for the Transactions will be financed from the following sources:

You hereby appoint (i) Barclays to act, and Barclays hereby agrees to act, as sole and exclusive administrative agent for the Term Facility (in such capacity, the “Term Facility Administrative Agent”) and collateral agent for the Term Facility (in such capacity, the “Term Facility Collateral Agent”) and (ii) Bank of America to act, and Bank of America hereby agrees to act, as sole and exclusive administrative agent for the ABL Facility (in such capacity, the “ABL Facility Administrative Agent” and, together with the Term Facility

Administrative Agent, collectively, the “Administrative Agents” and each an “Administrative Agent”) and collateral agent for the ABL Facility (in such capacity, the “ABL Facility Collateral Agent” and, together with the Term Facility Collateral Agent, collectively, the “Collateral Agents” and each a “Collateral Agent”). You hereby appoint (i) each of Barclays, MLPFS, Wells Fargo Securities and HSBC Securities to act, and each of Barclays, MLPFS, Wells Fargo Securities and HSBC Securities hereby agrees to act, as a lead arranger and bookrunner for the Term Facility (in such capacity, collectively, the “Term Facility Arrangers”) and (ii) each of MLPFS, Barclays, Wells Fargo Bank, HSBC Securities, PNCCM, TD Securities and U.S. Bank to act, and each of MLPFS, Barclays, Wells Fargo Bank, HSBC Securities, PNCCM, TD Securities and U.S. Bank hereby agrees to act, as a lead arranger and bookrunner for the ABL Facility (in such capacity, together with the Term Facility Arrangers, each an “Arranger” and collectively, the “Arrangers”, and Barclays and MLPFS in such capacity, each a “Lead Arranger” and collectively, the “Lead Arrangers”). It is agreed that (i) Barclays shall have “left” placement in any and all marketing materials or other documentation used in connection with the Term Facility and shall hold the leading role and responsibilities conventionally associated with such “left” placement (and MLPFS shall have immediate “right” placement) and (ii) MLPFS shall have “left” placement (and Barclays shall have immediate “right” placement) in any and all marketing materials or other documentation used in connection with the ABL Facility and shall hold the leading role and responsibilities conventionally associated with such “left” placement.

In connection with the Transactions (as defined in the Transaction Description) contemplated hereby, (i) Bank of America is pleased to advise you of its several (but not joint) commitment to provide 38.5625% of the aggregate principal amount of the Term Facility and 57.50% of the aggregate principal amount of the ABL Facility, (ii) Barclays is pleased to advise you of its several (but not joint) commitment to provide 38.5625% of the aggregate principal amount of the Term Facility and 42.50% of the aggregate principal amount of the ABL Facility, (iii) Wells Fargo Bank is pleased to advise you of its several (but not joint) commitment to provide 7.00% of the aggregate principal amount of the Term Facility, (iv) HSBC Bank is pleased to advise you of its several (but not joint) commitment to provide 5.50% of the aggregate principal amount of the Term Facility, (v) PNC Bank is pleased to advise you of its several (but not joint) commitment to provide 3.125% of the aggregate principal amount of the Term Facility, (vi) TD Texas is pleased to advise you of its several (but not joint) commitment to provide 3.125% of the aggregate principal amount of the Term Facility, (vii) U.S. Bank is pleased to advise you of its several (but not joint) commitment to provide 3.125% of the aggregate principal amount of the Term Facility and (viii) Guggenheim is pleased to advise you of its several (but not joint) commitment to provide 1.00% of the aggregate principal amount of the Term Facility, in each case, subject solely to the satisfaction or waiver of the applicable conditions set forth or referred to in Section 2 of this Commitment Letter. In such capacities, Bank of America, Barclays, Wells Fargo Bank, HSBC Bank, PNC Bank, TD Texas, U.S. Bank and Guggenheim are the “Initial Lenders” and each is an “Initial Lender”.

Separate fee letters entered into on the date hereof among (i) the Company, Bank of America, MLPFS and Barclays set forth our fees for services related to the ABL Facility (the “ABL Facility Fee Letter”) and (ii) the Company and us set forth our fees for services related to the Term Facility (the “Term Facility Fee Letter”, and together with the ABL Facility Fee Letter, collectively, the “Fee Letters”). In consideration of our execution and delivery of this Commitment Letter, you agree to pay the fees and expenses set forth in the Term Sheets and in the Fee Letters as and when payable in accordance with the terms hereof and thereof. You agree that no other titles will be awarded and no compensation (other than as expressly contemplated by this Commitment Letter and the Fee Letters) will be paid to the Lenders in order to obtain their commitments under the Facilities unless you and we shall so agree.

Our commitments hereunder to make effective and fund the Facilities on the Closing Date and our agreements to perform the services described herein are subject only to the following conditions: (i)(A) since September 27, 2014 through the date of the Acquisition Agreement, there not having been any Events (as defined below) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below) on the Target; provided that such condition is qualified in its entirety by reference to (1) the

information disclosed by the Target in any Company SEC Document (as defined in the Acquisition Agreement as in effect on the Original Signing Date) filed under Sections 13(a), 14(a) or 15(d) of the Exchange Act (as defined in the Acquisition Agreement as in effect on the Original Signing Date) during the period from December 31, 2013 through the Business Day (as defined in the Acquisition Agreement as in effect on the Original Signing Date) prior to the date of the Acquisition Agreement (other than in any risk factor or other cautionary or forward-looking disclosure contained in such Company SEC Document) and (2) the exceptions set forth in the Company Disclosure Schedule (as defined in the Acquisition Agreement as in effect on the Original Signing Date); it being understood and agreed that each exception set forth in the Company Disclosure Schedule shall qualify such condition to the extent such exception is specifically identified as being disclosed under Section 3.6 of the Acquisition Agreement or such exception is disclosed with reference to any other section of the Acquisition Agreement and it is reasonably apparent on the face of such disclosure that it relates to Section 3.6, and (B) since the date of the Acquisition Agreement, there shall not have occurred any Events (other than Excluded Company Events (as defined in the Acquisition Agreement as in effect on the Original Signing Date)) that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on the Target; (ii) the conditions set forth in Exhibit D hereto, (iii) with respect to the Term Facility, each other condition set forth under the caption “Conditions Precedent to Effectiveness and Borrowings on the Closing Date” in the Term Facility Term Sheet and (iv) with respect to the ABL Facility, each other condition set forth under the caption “Conditions Precedent to Effectiveness and Borrowings on the Closing Date” in the ABL Facility Term Sheet; and upon, in each case, satisfaction (or waiver by the applicable Commitment Parties) of such conditions, the initial funding of the Facilities shall occur; it being understood that there are no conditions (implied or otherwise) to the commitments hereunder, other than those that are expressly stated in clauses (i), (ii), (iii) and (iv), as applicable, above to be conditions to the initial funding under and effectiveness of, the Facilities on the Closing Date.

“Material Adverse Effect” means any event, change or effect (each, an “Event”), individually or in the aggregate with other such Events, that has a material adverse effect on the financial condition, business or results of operations of the Target and its Subsidiaries (as defined in the Acquisition Agreement as of the Original Signing Date), taken as a whole; provided, however, that a Material Adverse Effect shall not include any Event directly or indirectly arising out of or attributable to: (i) any decrease in the market price of the shares of the Company Common Stock (as defined in the Acquisition Agreement as of the Original Signing Date), but not any Event underlying such decrease to the extent such Event would otherwise constitute a Material Adverse Effect; (ii) conditions, events, or circumstances generally affecting the retail, contract, direct mail and/or internet businesses of the office supply industry; (iii) changes in GAAP, applicable Law (as defined in the Acquisition Agreement as of the Original Signing Date) or accounting standards, or in any interpretation of GAAP, applicable Law or accounting standards; (iv) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement (or any public disclosure relating to such litigation); (v) any change, in and of itself, in any analyst’s recommendations, any financial strength rating or any other recommendations or ratings as to the Target or its Subsidiaries, or any failure, in and of itself, to meet analyst projections, but not any Event underlying such change or failure to the extent such Event would otherwise constitute a Material Adverse Effect; (vi) the failure, in and of itself, of the Target to meet any expected or projected financial or operating performance target publicly announced or provided to the Company prior to the date of the Acquisition Agreement, as well as any change, in and of itself, by the Target in any expected or projected financial or operating performance target as compared with any target publicly announced or provided to the Company prior to the date of the Acquisition Agreement, but in each case not any Event underlying such failure or change to the extent such Event would otherwise constitute a Material Adverse Effect; (vii) any changes or developments in United States, European, Asian or global economic, regulatory or political conditions in general (including the outbreak or escalation of hostilities or acts of war or terrorism), or generally affecting United States, European, Asian or global financial or securities markets; or (viii) any changes or developments resulting from the execution, delivery, existence of, or compliance with the Acquisition Agreement or announcement or consummation of the transactions contemplated by the Acquisition Agreement, including any loss of employees, customers, suppliers, vendors, licensors, licensees or distributors; provided, further, that the exceptions in subclauses (ii), (iii) and (vii) shall not apply to the

extent that the Target and its Subsidiaries are materially disproportionately affected thereby compared to other participants in the industry or industries in which they operate.

Notwithstanding anything to the contrary in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letters, the Loan Documents (as defined in Exhibit C) or any other agreement or undertaking between you and us concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which will be a condition to the availability and effectiveness of the Facilities on the Closing Date will be (a) the representations and warranties made by, or with respect to, the Target in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Company or its subsidiaries have the right (taking into account any applicable cure periods) to terminate its or their obligations under the Acquisition Agreement or decline to consummate the transactions thereunder as a result of a breach of such representations in the Acquisition Agreement (to such extent, the “Acquisition Agreement Representations”) and (b) the Specified Representations (as defined below) and (ii) the terms of the Loan Documents shall be in a form such that they do not impair the availability and effectiveness of the Facilities on the Closing Date if the conditions set forth or referred to in the first paragraph of this Section 2 are satisfied and/or waived by the applicable Commitment Parties (it being understood that, to the extent any security interest in the Collateral (as defined in Exhibit B) (other than any collateral the security interest in which may be perfected by the filing of a UCC financing statement or by the possession of stock certificates (or equivalent certificated equity interests) of the subsidiaries of the Company (including the Target) as and to the extent required under the heading “Collateral” in Exhibit B), 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 and effectiveness of the Facilities on the Closing Date but shall be required to be delivered no later than (x) 120 days after the Closing Date in the case of security interests in real properties and (y) 90 days after the Closing Date in the case of security interests in any other Collateral (in each case, as such date may be extended by the Administrative Agents acting reasonably) pursuant to arrangements to be mutually agreed by the Company and the Administrative Agents). For purposes hereof, “Specified Representations” means the representations of the Borrowers and the Guarantors (each, as defined in each of the Term Sheets) in the Loan Documents relating to qualification, incorporation or organization of the Company and the Guarantors; power and authority to enter into the Loan Documents; due authorization and execution of the Loan Documents; no conflict of the Loan Documents with the organizational documents of any Borrower or any Guarantor or the Company’s existing 2.75% senior notes due 2018 (the “2018 Notes”) or 4.375% senior notes due 2023 (the “2023 Notes”); delivery and enforceability of the Loan Documents; solvency as of the Closing Date (after giving effect to the Transactions) of the Company and its restricted subsidiaries on a consolidated basis (solvency to be defined in a manner consistent with the manner in which solvency is determined in the solvency certificate to be delivered pursuant to paragraph 5 of Exhibit D); not being subject to regulation under the Investment Company Act of 1940; not using proceeds of the loans under the Facilities to purchase margin stock or in violation of the FCPA; not using the proceeds of the loans under the Facilities in violation of OFAC and the Patriot Act (and similar laws in relevant jurisdictions); and the creation, validity and perfection of the security interest to be granted in the intended collateral to be perfected (except as provided above). This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

The Arrangers intend and reserve the right, on and after the Original Signing Date, to syndicate the Facilities to the Lenders (as such term is defined in each of the Term Sheets) (collectively with the Initial Lenders, the “Lenders”). Notwithstanding the foregoing, the Arrangers will not syndicate to (i) those lenders separately identified in writing by you to us prior to the Original Signing Date or (ii) to your competitors (which shall not include bona fide debt funds), separately identified in writing by you to us prior to the Original Signing Date or to the applicable Administrative Agent from time to time after the Closing Date (such Lenders, “Disqualified Lenders”).

Notwithstanding the Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto (unless otherwise agreed in writing by you), (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the date of effectiveness of, and initial funding under, the Facilities (the date of such effectiveness and funding, the “Closing Date”)) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the initial funding of the Facilities on the Closing Date has occurred, (ii) no assignment or novation by any Initial Lender shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Facilities until after the initial funding of the Facilities on the Closing Date has occurred and (iii) unless you otherwise agree in writing, each Commitment Party 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, until the Closing Date has occurred.

The Arrangers will lead the syndication, including determining, in consultation with you, the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from the amounts to be paid to the Arrangers pursuant to the terms of this Commitment Letter and the Fee Letters, in each case subject to your consent rights with respect to Disqualified Lenders specified above. The Arrangers will determine the final commitment allocations and will notify the Company of such determinations. The Company agrees to use commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit from the existing lending and investment banking relationships of the Company, the Target and their respective subsidiaries. To facilitate an orderly and successful syndication of the Facilities, you agree that, until the earlier to occur of (a) a Successful Syndication (as defined in each of the Fee Letters) and (b) the Closing Date, the Company will not, and will use commercially reasonable efforts to ensure that the Target will not, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, any debt facility or any debt security of the Company or the Target or any of their respective subsidiaries (other than the Facilities, any indebtedness of the Target permitted to be incurred by the Target (including its subsidiaries) pursuant to the Acquisition Agreement, and other indebtedness incurred in the ordinary course of business of the Company and its subsidiaries or the Target and its subsidiaries for capital expenditures and working capital purposes), without the prior written consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication of the Facilities.

Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event shall the successful completion of syndication of the Facilities constitute a condition to the availability of the Credit Facilities on the Closing Date. The Company agrees to, and agrees to use commercially reasonable efforts to have the Target, cooperate with the Arrangers, and provide customary information reasonably required by the Arrangers, in connection with all syndication efforts of the Arrangers until the earlier to occur of (a) a Successful Syndication and (b) 60 days following the Closing Date, including: (i) your assistance in preparing, as soon as practicable after the Original Signing Date, a customary information memorandum and other customary presentation materials (collectively, “Facilities Marketing Materials”) in each case to be used in connection with the syndication of the Facilities; (ii) using commercially reasonable efforts to obtain, prior to the launch of syndication, a public corporate family rating from Moody’s Investors Service, Inc. (“Moody’s”) and a public corporate credit rating from Standard & Poor’s Ratings Service (“S&P”), in each case with respect to the Company, and ratings for the Term Facility from each of S&P and Moody’s; (iii) arranging for direct contact between appropriate senior management, representatives and advisors of the Company (and using commercially reasonable efforts to cause direct contact between appropriate senior management, representatives and advisors of the Target) with prospective Lenders in all such cases at times mutually agreed upon; (iv) hosting (including any preparations with respect thereto) with the Arrangers at places and times reasonably requested by the Arrangers and mutually agreed upon one or more meetings with prospective Lenders; and (v) ensuring that (and with respect to the Target, using commercially reasonable efforts to ensure that) the ABL Facility

Administrative Agent shall have sufficient access to the Company and its subsidiaries and the Target and its subsidiaries, such that the field exam and inventory appraisal referred to in paragraph 11 of Exhibit D can be completed at least 15 business days prior to the launch of retail syndication of the ABL Facility. (i) The Lead Arrangers agree to use their commercially reasonable efforts to ensure the timely completion of a third party field exam and inventory appraisal and (ii) we agree that the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraphs 2 and 3 of Exhibit D. Notwithstanding anything to the contrary contained in this Commitment Letter or either Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings referred to above and the compliance with any of the provisions set forth in this paragraph), shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date.

Subject to your consent, not to be unreasonably withheld or delayed, and compliance with applicable laws, each Arranger has the right, after the Closing Date, to place advertisements in financial and other newspapers and journals at its own expense describing its services to you. You will be solely responsible for the contents of the Facilities Marketing Materials and all other information, documentation or other materials delivered to us by you or your affiliates in connection therewith and you acknowledge that we will be using and relying upon such information without independent verification thereof.

You understand that certain prospective Lenders (such Lenders, “Public Lenders”) may have personnel that do not wish to receive MNPI (as defined below). At the Arrangers’ request, you agree to assist in the preparation of an additional version of the Facilities Marketing Materials that does not contain material non-public information (as reasonably determined by you) concerning you, the Target or your or its respective subsidiaries or your or its respective affiliates or any of your or its respective securities for purposes of foreign, United States federal and state securities laws (collectively, “MNPI”). You will clearly designate as “PUBLIC” any information that does not contain MNPI (the “Public Information Materials”) provided to the Commitment Parties by you or by your representatives on your behalf which is suitable to make available to Public Lenders. Before distribution of any Facilities Marketing Materials in connection with the syndication of the Facilities (i) to prospective Lenders that are not Public Lenders, you will provide us with a customary letter authorizing the dissemination of such materials and (ii) to prospective Public Lenders, you will provide us with a customary letter authorizing the dissemination of Public Information Materials to Public Lenders and confirming the absence of MNPI therein. You acknowledge and agree that the following documents may be distributed to Public Lenders (unless you or your counsel promptly notify us (including by email) otherwise and provided that you and your counsel have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (a) drafts and final versions of the Loan Documents; (b) administrative materials prepared by the Arrangers for prospective Lenders (including without limitation a lender meeting invitation, allocations and funding and closing memoranda); and (c) term sheets and notification of changes in the terms and conditions of the Facilities. You agree that unless specifically labeled “PUBLIC,” no information, documentation or other data disseminated to prospective Lenders in connection with the syndication of the Facilities, whether through an Internet site (including without limitation an IntraLinks or SyndTrak workspace), electronically, in presentations, at meetings or otherwise will be distributed to Public Lenders.

You represent and warrant to us that (and with respect to information and projections relating to the Target and its subsidiaries, to the best of your knowledge that) (i) all written information (other than projections, forward-looking information and information of a general economic or industry specific nature) that has been or will be made available to any Arranger, any Commitment Party, the Lenders or any of their respective affiliates by you or the Target or any of your or its respective representatives on your or its behalf in connection with the Transactions, when taken as a whole, was and will be, when furnished, complete and correct in all material respects and did not and will not when furnished and when taken as a whole contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein

not materially misleading in light of the circumstances under which such statements were or are made (giving effect to all supplements and updates provided thereto) and (ii) the projections and other forward-looking information that have been or will be made available to any Arranger, any Commitment Party, the Lenders or any of their respective affiliates by you or the Target or any of your or its respective representatives on your or its behalf in connection with the Transactions have been and will be prepared in good faith and that the information in such projections with respect to you will be based upon accounting principles consistent with the historical audited financial statements of the Company most recently provided to the Commitment Parties as of the date hereof and upon assumptions that are believed by the preparer thereof to be reasonable at the time made and at the time such projections are made available to any Arranger, any Commitment Party, the Lenders or any of their respective affiliates; it being understood that such projections and forward-looking statements are as to future events and are not to be viewed as facts, such projections and forward-looking statements are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized. You agree that if at any time prior to the later of (a) the Closing Date and (b) a Successful Syndication (but, in any event, not later than 60 days after the Closing Date) you become aware that any of the representations in the preceding sentence would be incorrect (to the best of your knowledge with respect to information and projections relating to the Target and its subsidiaries) in any material respect if the information and projections were being furnished, and such representations were being made, at such time, then you will (and, with respect to information and projections relating to the Target and its subsidiaries, you will use commercially reasonable efforts to cause the Target and its subsidiaries to) promptly supplement, or cause to be supplemented, the information and projections so that (with respect to information and projections relating to the Target and its subsidiaries, to the best of your knowledge) such representations will be correct in all material respects under those circumstances. You understand that in providing our services pursuant to this Commitment Letter we may use and rely on the information and projections without independent verification thereof.

To induce us to enter into this Commitment Letter and the Fee Letters and to proceed with the documentation of the Facilities, you hereby agree (a) to indemnify and hold harmless the Administrative Agents, the Collateral Agents, the Commitment Parties, the Arrangers, each Commitment Party in any other capacity to which it may be appointed by you in connection with the Transactions, each Lender and their respective affiliates and each partner, trustee, director, officer, employee, advisor, representative, agent, attorney and controlling person thereof (each of the above, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses, joint or several, of any kind or nature whatsoever that may be brought by the Company, the Target, the Guarantors, any of their respective affiliates or any other person or entity and which may be incurred by or asserted against or involve any Indemnified Person as a result of or arising out of or in any way relating to or resulting from this Commitment Letter, the Fee Letters, the Facilities, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Facilities and you agree, upon demand, to pay and reimburse each Indemnified Person, whether or not the action, suit, proceeding or claim out of which any such expenses arise is brought by the Company, the Target, any Guarantor, any of their respective affiliates or any other person or entity and whether or not any Indemnified Person is a party to such action, suit, proceeding or claim for any reasonable, documented out-of-pocket legal (limited to the fees, charges and disbursements of a single counsel for all Indemnified Persons selected by the Commitment Parties and of such special and local counsel as the Commitment Parties may deem appropriate in their good faith discretion, except that if any Indemnified Person reasonably concludes that its interests conflict with those of another Indemnified Person and notifies you of such conflict, you shall also be responsible for the reasonable, documented fees, charges and disbursements of (i) one separate counsel for such conflicted Indemnified Persons and (ii) such special and local counsel as such conflicted Indemnified Persons may deem appropriate in their good faith discretion) and other reasonable, documented out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim; provided that you will not have to

indemnify an Indemnified Person against (A) any claim, loss, damage, liability or expense (i) to the extent such claim, loss, damage, liability or expense is found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnified Person or any of its controlled affiliates, partners, trustees, directors, officers, employees, advisors, representatives, agents, attorneys or controlling persons or (y) a material breach by any Commitment Party of its obligations under this Commitment Letter or (ii) arising out of any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Administrative Agent, Commitment Party, Arranger or other agent in its capacity or in fulfilling its role as such) or (B) any settlement entered into by such Indemnified Person without your written consent (such consent not to be unreasonably withheld, conditioned or delayed) and (b) on the earlier of the Closing Date and any other Termination Date, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented out-of-pocket expenses (including but not limited to expenses of each Commitment Party’s due diligence investigation, consultants’ fees, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Arrangers named in each of the Term Sheets, of a single firm of local counsel to the Arrangers in each relevant material jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction), in each case incurred in connection with the Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letters and the Loan Documents. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person will be responsible or liable to you or any other person or entity for damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems unless such use resulted from the gross negligence or willful misconduct on the part of such person (to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment).

The indemnity and reimbursement obligations of the Company under this Section 5 will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and the Indemnified Persons and shall be superseded in each case by the applicable provisions to the extent covered in the definitive financing documentation upon effectiveness thereof and thereafter shall have no further force and effect.

Neither you nor we nor any other Indemnified Person will be responsible or liable to us or you or any other person or entity for any indirect, special, punitive or consequential damages which may be alleged as a result of or arising out of, or in any way related to, the Acquisition, this Commitment Letter, the Fee Letters, the Facilities or the Transactions or any use or intended use of the proceeds of the Facilities; provided that the indemnity and reimbursement obligations under this Section 5 shall not be limited by this sentence.

This Commitment Letter may not be assigned by you without the prior written consent of each of the Commitment Parties (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person (including equity holders, employees or creditors of the Company) other than the parties hereto (and any Indemnified Person). This Commitment Letter may not be assigned by any Commitment Party without the consent of the Company (and any purported assignment without such consent will be null and void); provided that the Initial Lenders may assign their commitments in accordance with Section 3 above. This Commitment Letter may not be amended or any term or provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto.

The Arrangers hereby notify the Company, the Borrowers and the Guarantors that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”), it and each Lender may be required to obtain, verify and record information that identifies the Borrowers and the Guarantors, which information includes the name and address of the Borrowers and the Guarantors and other information that will allow the Arrangers and each Lender to identify the Borrowers 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 Arranger and each Lender, and you agree that the Arrangers shall be permitted to share such information with the Lenders.

Please note that this Commitment Letter, the Fee Letters and any communications provided by the Commitment Parties or any of their affiliates in connection with the Transactions (collectively with the Commitment Letter and the Fee Letters, the “Transaction Information”) may not be disclosed to any person or entity other than the Board of Directors and senior management of the Company or circulated or referred to publicly without our prior written consent except, after providing prior written notice to the Commitment Parties (but only as and to the extent the provision of such notice is reasonably practicable), pursuant to applicable law or compulsory legal process, including without limitation a subpoena or order issued by a court of competent jurisdiction or by a judicial, administrative or legislative body or committee; provided that (x) we hereby consent to your disclosure of (i) the Transaction Information to your officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons who are directly involved in the consideration of the Facilities to the extent you notify such persons of their obligation to keep such Transaction Information confidential and such persons are subject to confidentiality obligations, (ii) this Commitment Letter or the information contained herein and the Term Sheets (but not either Fee Letter or the information contained therein other than a version of the Fee Letters redacted in a customary manner reasonably satisfactory to the Commitment Parties) to the Target and its officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons who are directly involved in the consideration of the Facilities to the extent you notify such persons of their obligation to keep this Commitment Letter, such Term Sheets and the information contained herein and therein confidential and such persons are subject to confidentiality obligations, (iii) the Term Sheets to any ratings agencies on a confidential basis in connection with the Transactions, (iv) this Commitment Letter or the information contained herein and the Term Sheets (but not the Fee Letters or the information contained therein) in any syndication or other marketing materials, prospectus or other offering memorandum, in each case relating to the Facilities, (v) the Term Sheets (but not this Commitment Letter or either Fee Letter) to potential debt providers in coordination with us to obtain commitments to the Facilities from such potential debt providers, (vi) this Commitment Letter or the information contained herein and the Term Sheets (but not either Fee Letter or the information contained therein) to the extent customary or required in any public or regulatory filing relating to the Transactions and (vii) you may disclose the aggregate amounts contained in the Fee Letters as part of the projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities or to the extent customary or required in any public or regulatory filing relating to the Transactions; provided, further, that the foregoing restrictions shall cease to apply (except in respect of the Fee Letters and the contents thereof) after the earlier of the Closing Date and the date that is two years after the Original Signing Date.

We shall use all nonpublic information received by us and our affiliates from or on behalf of you in connection with this Commitment Letter and the transactions contemplated hereby solely for the purposes of negotiating, evaluating and consulting on the transactions contemplated hereby and providing the services that are the subject of this Commitment Letter and shall treat confidentially, together with the terms and substance of this Commitment Letter and the Fee Letters, all such information; provided, however, that nothing herein shall prevent us from disclosing any such information (a) to rating agencies on a confidential basis in connection with our mandate hereunder, (b) to any Lenders or participants or prospective Lenders or

participants who have agreed to be bound by confidentiality and use restrictions in accordance with the proviso to this sentence, (c) in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case we shall promptly notify you, in advance, to the extent reasonably practicable and permitted by law), (d) upon the request or demand of any regulatory authority having jurisdiction over us or our affiliates (in which case we shall, except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent reasonably practical and permitted by law), (e) to our officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents (collectively, “Representatives”) who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations of professional practice or who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (with each such Commitment Party, to the extent within its control, responsible for such Representatives’ compliance with this paragraph), (f) to any of our affiliates and their Representatives (provided that any such affiliate or Representative is advised of its obligation to retain such information as confidential, and we shall be responsible for such affiliates’ compliance with this paragraph) to be utilized solely in connection with rendering services to you in connection with the Transactions, (g) to the extent any such information becomes publicly available other than by reason of disclosure by us, our affiliates or any of our respective Representatives in breach of this Commitment Letter (h) to the extent that such information is received by us from a third party that is not, to our knowledge, subject to confidentiality obligations owing to you or any of your affiliates or related parties, (i) to the extent that such information is independently developed by us, (j) for purposes of establishing a “due diligence” defense (in which case we shall promptly notify you, in advance, to the extent permitted by law), (k) to any hedge provider or prospective hedge provider (collectively, “Specified Counterparties”) subject to the provisions of the proviso to this paragraph or (l) for purposes of enforcing the rights of the Commitment Parties under this Commitment Letter; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants or Specified Counterparties referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant or Specified Counterparty that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as agreed in any confidential information memorandum or other marketing materials) in accordance with our standard syndication processes or customary market standards for dissemination of such type of information. The provisions of this paragraph shall automatically be superseded by the confidentiality provisions to the extent covered in the definitive documentation for the Facilities upon the Closing Date and shall in any event automatically terminate two years following the Original Signing Date.

You acknowledge that the Commitment Parties and their respective affiliates may from time to time effect transactions, for their own account or the account of customers, and may hold positions in loans or options on loans of the Company, the Target and other companies that may be the subject of the Transactions. In addition, each of the Commitment Parties and their respective affiliates are full service securities firms and as such may from time to time effect transactions, for their own account or the account of customers, and may hold long or short positions in securities or options on securities of the Company, the Target and other companies that may be the subject of the Transactions. You acknowledge that each Commitment Party and their affiliates 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, and that each Commitment Party and its affiliates may have economic interests that are different from or conflict with those of the Company regarding the Transactions. You acknowledge that no Commitment Party has any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and you waive, to the fullest extent permitted by law, any claims you may have against any Commitment Party for breach of fiduciary duty or alleged breach of fiduciary duty and agree that no Commitment Party will have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including your equity holders, employees or creditors. You acknowledge that the Transactions (including the exercise of rights and remedies hereunder and under the Fee Letters) are arms’-length commercial

transactions and that we are acting as principal and in our own best interests. The Company is relying on its own experts and advisors to determine whether the Transactions are in the Company’s best interests. You agree that we will act under this Commitment Letter and the Fee Letters as an independent contractor and that nothing in this Commitment Letter, either Fee Letter, the nature of our services or in any prior relationship will be deemed to create an advisory, fiduciary or agency relationship between us, on the one hand, and the Company, its equity holders or its affiliates, on the other hand, in connection with the financing contemplated hereby. In addition, we may employ the services of our respective affiliates and branches in providing any of the services hereunder and may exchange with such affiliates information concerning the Company, the Target and other companies that may be the subject of the Transactions and such affiliates or branches will be entitled to the benefits afforded to, and subject to the limitations and restrictions binding upon, us hereunder.

In addition, please note that Barclays Capital Inc. has been retained by you as financial advisor (in such capacity, the “Financial Advisor”) to you in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you 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, and on the other hand, our and our affiliates’ relationships with you as described and referred to herein.

Consistent with our policies to hold in confidence the affairs of our customers, we will not use or disclose confidential information obtained from you by virtue of the Transactions in connection with our performance of services for any of our other customers (other than as permitted to be disclosed under this Section 8). Furthermore, you acknowledge that neither we nor any of our affiliates have an obligation to use in connection with the Transactions, or to furnish to you, confidential information obtained or that may be obtained by us from any other person.

Additionally, you acknowledge and agree that no Commitment Party nor their respective affiliates are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; provided that the parties acknowledge that the Financial Advisor is advising you with respect to the Acquisition pursuant to a separate Engagement Letter between the Financial Advisor and you. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby, and no Commitment Party nor their respective affiliates shall have any responsibility or liability to you with respect thereto. Any review by the Commitment Parties or their affiliates of the Company, the Target, the Transactions, the other transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Commitment Parties and shall not be on behalf of you or any of your affiliates.

Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, located in the Borough of Manhattan and (b) the United States District Court for the Southern District of New York and any appellate court from any such court, in any action, suit, proceeding or claim arising out of or relating to this Commitment Letter, either Fee Letter or the performance of services hereunder or under either Fee Letter, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action, suit, proceeding or claim may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (ii) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action, suit, proceeding or claim arising out of or relating to this Commitment Letter, either Fee Letter or the performance of services hereunder or under either Fee Letter in any such New York State or Federal court and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit, proceeding or claim in any such court. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County located in the Borough of Manhattan.

This Commitment Letter and any written or oral communications provided by the Commitment Parties or any of their affiliates in connection with the Transactions are issued for your benefit only and no other person or entity (other than the Indemnified Persons) may rely hereon or thereon.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement of each party to negotiate in good faith the Loan Documents by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder are subject only to conditions precedent as expressly provided or referred to in Section 2 of this Commitment Letter, and (ii) each Fee Letter is a legally valid and binding agreement of the parties thereto with respect to the subject matter set forth therein.

Except to the extent otherwise specified in this Commitment Letter, the provisions of Sections 3, 4, 5, 6 and 8 and this Section 9 of this Commitment Letter will survive any termination or completion of the arrangements contemplated by this Commitment Letter or either Fee Letter, or the Transactions, including without limitation whether or not the Loan Documents are executed and delivered and whether or not the Facilities are made available or any loans under the Facilities are incurred. You may terminate this Commitment Letter and the Initial Lenders’ commitments with respect to the Facilities hereunder at any time subject to the provisions of the preceding sentence and the Fee Letters. In addition, in the event that a lesser amount of indebtedness is required to fund the Transactions for any reason (including by virtue of the issuance of additional shares of capital stock by the Company pursuant to the Equity Issuance), you may, in your sole discretion, reduce the Initial Lenders’ commitments with respect to the Term Facility (on a pro rata basis amongst the Initial Lenders).

Our commitments hereunder and our agreements to provide the services described herein will automatically (and without further action) terminate upon the first to occur of (such first date, the “Termination Date”) (i) the consummation of the Acquisition (together with any funding of the Facilities to the extent required hereunder), (ii) your written notice to us of your abandonment or termination of the definitive documentation for the Acquisition, including the Acquisition Agreement, (iii) your written notice to us of your election to terminate the commitments for all of the Facilities, our agreements to provide the services described herein, and your obligations described herein and (iv) 5:00 p.m. New York City time on November 4, 2015 (or, if all conditions precedent to consummation of the Acquisition pursuant to the Acquisition Agreement have been satisfied other than the receipt of regulatory approvals, 5:00 p.m. New York City time on February 4,

2016) unless the Closing Date has occurred on or before such date on the terms and subject to the conditions set forth herein. Notwithstanding anything in this paragraph to the contrary, the termination of any commitment pursuant to this paragraph does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter.

This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letters set forth the entire understanding of the parties with respect to the Facilities and supersede any prior written or oral agreements among the parties hereto with respect to the Facilities. Those matters that are not covered in this Commitment Letter or in either Fee Letter are subject to mutual agreement of the parties. This Commitment Letter is in addition to the agreements of the parties set forth in the Fee Letters. No person has been authorized by any Commitment Party to make any oral or written statements that are inconsistent with this Commitment Letter and the Fee Letters.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Commitment Parties the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letters on or before the close of business on February 20, 2015, whereupon this Commitment Letter and the Fee Letters will become binding agreements among us. If not signed and returned as described in the preceding sentence by such date, this offer will terminate on such date.

We look forward to working with you on this assignment.

Capitalized terms used but not defined herein have the meanings assigned to such terms as set forth in the Commitment Letter to which this Exhibit A is attached. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

In connection with the Acquisition, it is intended that:

The Acquisition and the other transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”.

The Borrower will be permitted, on and after the Closing Date, to designate subsidiaries as “unrestricted” (each, an “Unrestricted Subsidiary”), and to re-designate an Unrestricted Subsidiary as “restricted”, subject to (x) customary limitations on investments, loans, advances to, and other investments in Unrestricted Subsidiaries, (y) the absence of any defaults or events of default and (z) in the case of any designation of an Unrestricted Subsidiary, the requirement to satisfy a Total Net Leverage Ratio (to be defined in a manner to be agreed) to be agreed. Unrestricted Subsidiaries will not be included in the representations and warranties of the Loan Parties or be subject to affirmative or negative covenants or events of default (other than certain representations, warranties and covenants relating to the PATRIOT Act, OFAC, FCPA and other applicable sanction, anti-money laundering, anti-bribery and anti-corruption laws), and the cash held by, results of operations, assets, indebtedness and interest expense of Unrestricted Subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Term Loan Documents.

(a) a perfected second-priority security interest (subject to permitted liens) in the ABL Priority Collateral (as defined in Exhibit C); and

(b) a perfected first-priority security interest (subject to permitted liens) in all assets (other than the ABL Priority Collateral), including but not

limited to: (i) machinery, equipment, furniture, fixtures, vehicles, real property, intellectual property, general intangibles (except those relating to accounts and inventory that constitute ABL Priority Collateral) and documents relating to equipment, (ii) instruments and other rights to payment (including accounts receivable), in each case, solely to the extent relating to the sale or other disposition of Term Loan Priority Collateral (the “Term Loan Receivables”) and any deposit account or securities account that contain only proceeds of the sale of any Term Loan Priority Collateral (the “Term Loan Asset Sale Proceeds Account”), (iii) the equity interests held directly by the Borrower or any Guarantor in any restricted subsidiary (which pledge, in the case of any foreign subsidiary, will be limited to 100% of the non-voting equity interests (if any) and 66% of the voting equity interests of such foreign subsidiary), (iv) all other Collateral not constituting ABL Priority Collateral and (v) all proceeds and products of the foregoing (collectively, the “Term Loan Priority Collateral”).

Notwithstanding anything to the contrary, the Collateral shall exclude the following: (A) motor vehicles and other assets subject to certificates of title (to the extent a lien thereon cannot be perfected by filing of a UCC financing statement); (B) pledges and security interests over assets (including in respect of interests in partnerships, joint ventures and other non-wholly owned entities) to the extent prohibited by law, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions; (C) all fee owned real property having a book value less than $7.5 million (with all required mortgages being permitted to be delivered post-closing subject to the requirements of the Limited Conditionality Provisions) determined on the Closing Date for existing real property and on the date of acquisition for any after acquired real property (or the date of substantial completion of any material improvement thereon or new construction thereof) and all real property leasehold interests; (D) intent to use trademark or service mark applications until such time as a statement of use is filed; (E) equity interests in any person other than wholly owned restricted subsidiaries to the extent not permitted by the terms of such subsidiary's organizational or joint venture documents; (F) any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangements, in each case, to the extent permitted under the Term Loan Documents and to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party), in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, other than proceeds and receivables thereof and (G) (i) the Divested Properties (as defined below) and (ii) any other real property identified

in writing by the Borrower prior to the Closing Date that is for sale on the Closing Date or that the Borrower or any Guarantor intends to sell as part of the restructuring and integration in connection with the Acquisition, in each case, that would otherwise not be excluded pursuant to clause (C) above and that have not been disposed of on or prior to 120 days after the Closing Date (in which case perfection of the lien on such Divested Properties or such other real property shall be provided within 180 days after the Closing Date, or such longer period as the Administrative Agent may agree in its reasonable judgment). For the avoidance of doubt, notwithstanding the foregoing, the Term Lenders will have a security interest in all Collateral required under the ABL Facility, which security interest shall be (x) senior to any lien the secured parties in respect of the ABL Facility have in any Term Loan Priority Collateral and (y) junior to any lien the secured parties in respect of the ABL Facility have in any ABL Priority Collateral.

If the Company or any of its subsidiaries has any assets that constitute Principal Properties or has any Principal Subsidiaries (as each such term is defined in that certain Indenture dated as of January 15, 2009 among the Company, as issuer, the subsidiary guarantors named therein and HSBC Bank USA, National Association, as trustee (the “Indenture”)), then, to the extent security is provided over such Principal Properties or over any shares of capital stock of, or evidences of indebtedness issued by such Principal Subsidiaries, such pledge shall be automatically limited to the maximum amount of indebtedness permitted to be secured by such assets without violating the terms of the Indenture and without giving rise to any obligation to grant an equal and ratable lien on such assets to secure the obligations under the Indenture.

generation of the Borrower and its restricted subsidiaries after giving effect to the Transactions and (b) general trends and risks affecting the industry and the Borrower and its restricted subsidiaries, (iv) reflect the operational and strategic requirements of the Borrower and its restricted subsidiaries, (v) take into account the proposed business plan and financial model of the Borrower and (vi) be in a form such that they do not impair the availability of the Term Facility on the Closing Date if the conditions to funding set forth or referred to in Section 2 of the Commitment Letter are satisfied (collectively, the “Documentation Principles”).

The Incremental Facilities shall not initially be effective but may be activated at any time and from time to time during the life of the Term Facility at the request of the Borrower with consent required only from those Lenders (including new lenders ("Additional Lenders") that are reasonably acceptable to the Borrower; provided that the Administrative Agent shall have consent rights (not to be unreasonably withheld or delayed) with respect to such Additional Lender if (and to the extent) such consent would be required under the heading "Assignments and Participations" for an assignment of loans or commitments, as applicable, to such Additional Lender) that agree, in their sole discretion, to participate in such Incremental Facility, and the following shall be conditions to the effectiveness of any Incremental Facility: (a) no default or event of default shall have occurred and be continuing or would result therefrom, except in the case of an Incremental Facility incurred to finance a permitted acquisition or other permitted investment where no payment or bankruptcy event of default will be the standard (except where customary “Sungard” or “certain funds” conditionality is otherwise agreed to by the lenders providing such Incremental Facility), (b) all representations and warranties shall be true and correct in all

material respects (except to the extent already qualified by materiality, in which case accuracy in all respects is required) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility (except where customary “Sungard” or “certain funds” conditionality is otherwise agreed to by the lenders providing such Incremental Facility, in which cash such limited conditionality shall apply), (c) the maturity date of any such Incremental Facility shall be no earlier than the latest term loan maturity date then in effect, (d) the weighted average life to maturity of any Incremental Facility shall be no shorter than the weighted average life to maturity of the Term Facility, and (e) the interest margins for the Incremental Facility shall be determined by the Borrower and the lenders of the Incremental Facility, provided that in the event that the all-in yield for any Incremental Facility raised within twelve (12) months of the Closing Date is greater than the all-in yield for the Term Facility by more than 50 basis points (the "Yield Differential"), then the Applicable Margin for the Term Facility shall be increased to the extent necessary so that the all-in yield for such Incremental Facility is not more than 50 basis points higher than the all-in yield for the Term Facility, provided that, to the extent such terms and documentation are not identical to the Term Facility (except to the extent permitted by clause (c), (d) or (e) above or except for such terms applicable only to periods after the latest term loan maturity date then in effect), they shall be reasonably satisfactory to the Administrative Agent. For purposes of determining the all-in yield applicable to the Incremental Facility and the Yield Differential, (i) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower for the account of the Lenders with respect to the Term Facility or the Incremental Facility in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (ii) customary arrangement or similar fees payable to the Arrangers (or their respective affiliates) in connection with the Term Facility or to one or more arrangers (or their affiliates) of the Incremental Facility shall be excluded, and (iii) if any LIBOR or any ABR floor for the Incremental Facility is greater than the LIBOR or ABR floor, respectively, for the Term Facility, the difference between such floor for the Incremental Facility and the Term Facility shall be equated to an increase in the Applicable Margin (it being agreed that any increase in interest margins to any existing facility required due to the application of a LIBOR or ABR floor on any Incremental Facility shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR or ABR floor (as the case may be) applicable to such Term Facility).

“Senior Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) Total Secured Indebtedness (as defined below) as of such date, less (ii) all unrestricted cash and cash equivalents of the Borrower and its restricted subsidiaries up to a cap of $250 million to (b) Consolidated EBITDA (to be defined in a manner to be agreed) of the Borrower and its restricted subsidiaries for the most recently ended four-fiscal quarter period for which financial statements are available.

“Total Secured Indebtedness” means, as of any date of determination, the outstanding principal amount of funded secured indebtedness for borrowed money, purchase money indebtedness and the principal portion of capital leases, determined on a consolidated basis, of the Borrower and its restricted subsidiaries; provided that when calculating Total Secured Indebtedness under the ABL Facility such amount shall be deemed to be the average daily amount drawn on the ABL Facility over the immediately preceding four quarter period.

(a)    the Base Rate plus the Applicable Margin per annum; or

(b)    the Adjusted LIBOR Rate plus the Applicable Margin per annum;

provided, however, that at no time will the Base Rate be deemed to be less than 1.75% per annum or the Adjusted LIBOR Rate be deemed to be less than 0.75% per annum.

The “Applicable Margin” shall mean, (i) with respect to Base Rate Loans, 2.75% and (ii) with respect to LIBOR Loans, 3.75%.

“Base Rate” and “Adjusted LIBOR Rate” shall be defined in a manner customary for transactions of this kind.

(a) 50% (stepping down to 25% if the Senior Secured Net Leverage Ratio is less than or equal 1.50 to 1.00 and to 0% if the Senior Secured Net Leverage Ratio is less than or equal to 1.00 to 1.00) of the Borrower’s annual excess cash flow (to be defined as mutually agreed, but in any event to provide for a deduction from excess cash flow, without duplication among periods, of operating cash flow used to make acquisitions, make permitted investments (other than intercompany investments, cash equivalents, money market instruments and certain other limited exceptions), make certain distributions and dividends (in any event, such deduction not to include those made under the Available Amount Basket, the Free and Clear Basket or the general basket), or make capital expenditures, or to be used within the succeeding twelve months to fund acquisition obligations for which binding agreements

exist or to make capital expenditures (in each case subject to reversal of such deduction if such amount is not actually expended within such twelve-month period)) commencing with the end of the fiscal year ending on or around January 28, 2017 (with such fiscal year to be calculated on a “stub year” basis only for the full fiscal quarters of the Borrower to occur after the Closing Date); provided that voluntary prepayments of Term Loans shall reduce excess cash flow payments on a dollar-for-dollar basis (except to the extent made with the proceeds of long-term indebtedness or non-ordinary course disposition of property);

(b) to the extent that the net cash proceeds of non-ordinary course asset sales or other dispositions of property (including condemnation and insurance proceeds, but excluding the proceeds of any asset sale or other disposition of ABL Priority Collateral that are required to be applied to the ABL Facility in accordance with the terms of the ABL Facility Documents (as defined in Exhibit C)) by the Borrower or any of its restricted subsidiaries exceeds, in the aggregate, an amount to be agreed in any fiscal year, 100% of such excess net cash proceeds in excess of such aggregate amount to be agreed of all non-ordinary course asset sales or other dispositions of property by the Borrower or its restricted subsidiaries (including, without limitation, insurance and condemnation proceeds), subject to exceptions to be agreed upon and customary reinvestment rights if reinvested within twelve (12) months of such sale or disposition (or committed to be reinvested within such twelve (12) month period and reinvested within six (6) months thereafter); provided that the Borrower shall prepay the loans under the Term Facility and the ABL Facility (without a permanent reduction of the ABL Facility commitments) on a pro rata basis with 100% of the net proceeds received after the Closing Date from any and all Divested Properties in excess of $15 million in the aggregate in any calendar year (except that, in any event, the application of such proceeds shall be reallocated as between the Term Facility and the ABL Facility to the extent required to maintain Excess Availability (as defined in Exhibit C) of not less than $1,000 million after giving effect to such sale of Divested Properties and such repayments); provided, further, that if, after giving pro forma effect to any sale of Divested Properties, the Senior Secured Net Leverage Ratio is less than or equal to 2.00 to 1.00, the proceeds of such Divested Properties shall be permitted to be reinvested as provided above.

(c) 100% of the net cash proceeds of debt issued by the Borrower or its restricted subsidiaries (other than debt permitted under the Term Loan Documents, except for any Refinancing Indebtedness, the net cash proceeds of which, for the avoidance of doubt, will be applied as a mandatory prepayment to the class of loans being refinanced).

Notwithstanding the foregoing, to the extent that the Borrower has determined in good faith that repatriation of any portion of excess cash flow or the net proceeds of any asset sale by a non-U.S. restricted subsidiary would have an adverse tax cost consequence (taking into

account any foreign tax credit or benefit received in connection with such repatriation) or is not permitted by applicable law, then, to the extent that such adverse tax cost consequence or legal limitation is not directly attributable to actions taken by the Borrower or any of its subsidiaries with the intent of avoiding or reducing any mandatory prepayment otherwise required, the Borrower shall not be required to make a prepayment with such portion of excess cash flow or such net proceeds as provided above.

The above described mandatory prepayments shall be applied first, in direct order to the next eight (8) scheduled quarterly amortization and, second, pro rata to the remaining scheduled amortization payments and, other than with respect to mandatory prepayments in respect of any Refinancing Indebtedness, pro rata among the classes of loans; provided that any mandatory prepayment with the proceeds of Divested Properties shall be applied pro rata to reduce all remaining scheduled amortization payments, pro rata among the classes of loans.

Any Lender may elect not to accept any mandatory prepayment (each a "Declining Lender"). Any prepayment amount declined by a Declining Lender may be retained by the Borrower and any such retained amounts will not thereafter be counted as excess cash flow or net cash proceeds (as described above) in any subsequent measurement period.

“Divested Properties” means the businesses, services or assets required to be divested, transferred or otherwise sold by the Company or the Target in connection with the Acquisition in accordance with the Acquisition Agreement.

authority; due authorization, execution and delivery; legal, valid and binding documentation; no material consents; no material adverse change; litigation and investigations; use of proceeds; no violation of, or conflicts with, material agreements or instruments; compliance with organizational documents, laws and regulations (including margin regulations); payment of taxes; ownership of subsidiaries and properties; accuracy of financial statements (including pro forma financial statements); accuracy of disclosure; insurance; absence of undisclosed liabilities; intellectual property; inapplicability of the Investment Company Act; consolidated Closing Date solvency after giving effect to the Transactions; labor matters; regulatory matters; PATRIOT Act, OFAC, FCPA and other applicable sanction, anti-money laundering, anti-bribery and anti-corruption laws; validity, priority and perfection of security interests in the Collateral; environmental matters, employment matters and employee benefit matters; no default; in each case subject, on the Closing Date, to the Limited Conditionality Provisions.

exceptions and baskets to be agreed (to be applicable to the Company and its restricted subsidiaries): limitations on dividends and distributions on, and redemptions and repurchases of, equity interests and other restricted payments (which shall permit, among other things, (i) dividends, distributions or redemptions with the Available Amount Basket as set forth below, (ii) dividends, distributions or redemptions in connection with the Transactions (in accordance with the Acquisition Agreement), (iii) if no event of default exists when declared, quarterly dividends by the Company in an amount up to $0.15 per share and (iv) additional dividends, distributions or redemptions when the Free and Clear RP Basket (as defined below) conditions are satisfied); limitations on prepayments, redemptions and repurchases of junior lien, subordinated or unsecured debt (which shall permit, among other things, (i) prepayments, redemptions and repurchases with the Available Amount Basket as set forth below, (ii) unlimited prepayments, redemptions and repurchases when the Free and Clear RP Basket conditions are satisfied and (iii) any refinancing of such junior lien, subordinated or unsecured debt with the proceeds of Permitted Refinancing Indebtedness (to be defined in a manner to be agreed)); limitations on amendments to organizational documents and documentation relating to certain material indebtedness; limitations on liens (which shall permit, among other things, liens securing (i) the ABL Facility, (ii) any Refinancing Indebtedness, and (iii) debt assumed in connection with a Permitted Acquisition or similar investment or other permitted acquisition of an entity that becomes a restricted subsidiary (provided that, in the case of this clause (iii), such liens extend only to the same assets that such liens extended to, and secure the same indebtedness that such liens secured, immediately prior to such assumption and were not created in contemplation thereof)); negative pledge with respect to U.S. owned real property not constituting Collateral; limitations on investments (which shall permit, among other things, (i) intercompany investments (subject to limitations to be agreed regarding investments by Loan Parties in non-Loan Parties), (ii) acquisitions on the terms set forth below regarding Permitted Acquisitions, (iii) investments with the Available Amount Basket as set forth below, (iv) certain investments in joint ventures to be agreed and (v) the Acquisition and investments in connection with the Transactions); limitations on debt and issuance of preferred stock (which shall permit, among other things, (i) the ABL Facility and any refinancing thereof in whole or in part, (ii) any Refinancing Indebtedness, (iii) certain debt existing as of the Closing Date (including the 2018 Notes, the 2023 Notes (as defined in the Commitment Letter), the Target’s 5% debentures due 2030, the Target’s 7.35% debentures due 2016, the Target’s receivables securitization program in France, certain capital leases and certain revenue bonds), (iv) indebtedness incurred and/or assumed in connection with a Permitted Acquisition, similar investment or other permitted acquisition of an entity that becomes a restricted subsidiary on the terms set forth below regarding debt assumed or incurred in connection with a Permitted Acquisition, (v) purchase money debt and capital leases in

an amount to be mutually agreed, (vi) certain indebtedness of foreign subsidiaries to be mutually agreed (but no less than $300 million in the aggregate at any one time outstanding) and (vii) additional unsecured debt in an amount to be mutually agreed); limitations on mergers and asset sales (which shall permit, among other things, intercompany transfers among the Borrower and its restricted subsidiaries (subject to limitations to be agreed regarding transfers from Loan Parties to non-Loan Parties)); limitations on sale leaseback transactions, with exceptions to be agreed; limitations on transactions with affiliates; limitations on changes in business; limitations on negative pledge clauses; limitations on swap agreements; limitations on change of fiscal quarter, fiscal year and other accounting changes (except in connection with the integration of the Target and its subsidiaries following the Acquisition); and limitations on restrictions on ability of subsidiaries to pay dividends or make distributions (with exclusions to be agreed, including with respect to restrictions included in agreements governing debt of non-U.S. restricted subsidiaries).

The Borrower and its restricted subsidiaries will be permitted to make acquisitions of persons that become restricted subsidiaries or of assets (including assets constituting a business unit, line of business or division) (each, a “Permitted Acquisition”) and incur or assume indebtedness in connection therewith subject to: (a) pro forma compliance, after giving effect to any such transaction, with either (i) a Total Net Leverage Ratio that is less than or equal to the Total Net Leverage Ratio on the Closing Date or (ii) a Total Net Leverage Ratio that is no greater than the Total Net Leverage Ratio immediately prior to giving effect to any such acquisition; (b) no event of default shall have occurred and be continuing or would result therefrom; (c) the acquired entity or business is in the same line of business or carries on, or is, a business complementary to that carried on by the Borrower and its restricted subsidiaries; (d) the Loan Parties comply with the applicable covenants to provide Collateral and guarantees; and (e) acquisitions of entities that do not become Guarantors (or of assets that do not become Collateral) will be subject to the applicable limitations on investments in non-Guarantor subsidiaries to be mutually agreed.

The Borrower or any restricted subsidiary will be permitted to make non-ordinary course of business asset sales or dispositions without limit so long as (a) such sales or dispositions are for fair market value, (b) at least 75% of the consideration for asset sales and dispositions shall consist of cash or cash equivalents, subject to customary terms and limitations and (c) such asset sale or disposition is subject to the terms set forth in the section entitled “Mandatory Prepayments” hereof, if applicable, and subject to other customary terms and conditions to be agreed.

In addition, the negative covenants shall include:

(1) an Available Amount Basket based on (i) $150 million, plus (ii) the retained portion of excess cash flow (i.e., the portion not required to be applied to prepay the Term Loans under the excess cash flow sweep), plus (iii) permitted equity proceeds, which may be used (without duplication) for restricted payments, investments and the prepayment or redemption of junior lien, subordinated or unsecured debt; provided that the Available Amount Basket may only be used in connection with restricted payments and payments or redemptions of junior lien, subordinated or unsecured indebtedness so long as (x) the Borrower is in pro forma compliance with a Senior Secured Net Leverage Ratio of not greater than 2.00 to 1.00 and (y) no event of default have occurred and be continuing or would result therefrom; and

(2) an additional basket to make restricted payments and payments or redemptions of junior lien, subordinated or unsecured indebtedness so long as (x) the Borrower is in pro forma compliance with a Senior Secured Net Leverage Ratio of not greater than 1.50 to 1.00 and (y) no event of default shall have occurred and be continuing or would result therefrom (the “Free and Clear RP Basket”).

    

For the avoidance of doubt, if the Borrower has made an LCA Election and any of the financial ratios or baskets for which compliance was

determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such financial ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) solely as a result of fluctuations in Consolidated EBITDA (as opposed to any incurrence, disposition or restricted payment) at or prior to the consummation of the relevant transaction or action, such baskets or financial ratios will not be deemed to have been exceeded as a result of such fluctuations.

If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or basket availability on or following such date of the execution of the definitive agreement and prior to the earlier of the date on which such acquisition is consummated or such definitive agreement is terminated or expires without consummation of such acquisition, any such financial ratio or basket shall be calculated (and tested) on a pro forma basis assuming that such Limited Condition Acquisition has been consummated and also calculated (and tested) on a pro forma basis assuming that such Limited Condition Acquisition has not been consummated, except that (other than solely with respect to the determinations described in the first paragraph under the heading “Limited Condition Acquisition”) Consolidated EBITDA (except to the extent calculating any financial ratio that is required by this provision to be calculated on a pro forma basis), assets and consolidated net income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratios and baskets if and when such acquisition has closed.

In addition, each Lender may sell participations in all or a portion of its loans and commitments under the Term Facility; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Lender to exercise voting rights in respect of the Term Facility, except with respect to: (w) increases in commitments of such participant; (x) reductions or forgiveness of principal, interest, premium or fees payable to such participant; (y) extensions of the Term Loan Maturity Date or the date for payment of any amortization, interest or fees on the loans or commitments in which such participant participates; and (z) releases of all or substantially all of the value of the guarantees, or all or substantially all of the Term Loan Priority Collateral.

In addition, subject to the provisions below, non-pro rata payments will be permitted in connection with loan buy-back or similar programs on terms to be mutually agreed.

The Term Loan Documents shall provide that (a) Term Loans may be purchased and assigned on a non-pro rata basis through (i) open market purchases and/or (ii) Dutch auction or similar procedures to be agreed that are offered to all Lenders on a pro rata basis in accordance with customary procedures to be agreed and, in each case, subject to customary restrictions to be agreed and (b) the Borrower and its subsidiaries shall be eligible assignees of Term Loans; provided that (i) any such Term Loans acquired by the Borrower or any of its subsidiaries shall be cancelled (and be deemed automatically cancelled) promptly upon acquisition thereof, (ii) no loan purchases shall be permitted by the Borrower or any of its subsidiaries if a default or event of default has occurred and is continuing, (iii) all parties to the relevant transactions shall render customary "big boy" disclaimer letters and the Borrower (or such subsidiary, as applicable) shall have executed and delivered to the

Administrative Agent an Affiliated Lender assignment and assumption agreement and (iv) no proceeds from any ABL Loan (as defined in Exhibit C) shall be used to fund such purchases.

No assignments or participations may be made to Disqualified Lenders and any assignment or participation made in violation of such requirement shall be voidable upon request by the Borrower (unless such Disqualified Lender no longer holds such assignment or participation and the holder thereof would otherwise be an eligible assignee). The Administrative Agent shall have the right to (a) post the list of Disqualified Lenders provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”) on IntraLinks, SyndTrak Online or similar electronic means (the “Platform”), including that portion of the Platform that is designated for “public side” Lenders and/or (b) provide the DQ List to each Lender requesting the same. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of the Term Loan Documents relating to Disqualified Lenders.

The Loan Parties will indemnify the Administrative Agent, the Collateral Agent, each Arranger, and the Lenders and their respective affiliates, successors and assigns and the officers, directors, employees, affiliates, agents, advisors, controlling persons and members of each of the foregoing, and hold them harmless from and against all costs, expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities of any such Indemnified Person arising out of, or relating to any claim or any litigation or other proceedings (regardless of whether any such Indemnified Person is a party thereto or whether such claim,

litigation, or other proceeding is brought by a third party or by the Borrower or any of its affiliates, creditors or shareholders) that relate to the Transactions; provided that no Indemnified Person will be indemnified for its gross negligence, material breach of its funding obligations under the Term Facility, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable decision or for any dispute that is solely among Indemnified Persons and does not arise from any act or omission by the Borrower or any of its affiliates (other than a dispute involving claims against the Administrative Agent or Collateral Agent in its capacity as such); provided, further that no Indemnified Person or the Borrower shall be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages incurred or paid by an Indemnified Person to a third party).

affect solely the Lenders under the Term Facility or any Incremental Facility will require only the consent of Lenders holding more than 50% of the aggregate commitments or loans, as applicable, under such Term Facility or Incremental Facility.

The Term Loan Documents shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all relevant Lenders or of all relevant Lenders directly affected thereby so long as the Required Lenders have consented thereto.

In addition, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature in the Term Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision without any further action or consent of any other party if the same is not objected to in writing by the Required Lenders to the Administrative Agent within five (5) business days following receipt of notice thereof.

The Term Loan Documents shall contain “amend and extend” provisions pursuant to which individual Lenders may agree to extend the maturity date of their outstanding loans (which may include, among other things, an increase in the interest rates payable with respect of such extended loans, with such extensions not subject to any “default stoppers”, financial tests or “most favored nation” pricing provision, upon the request of the Borrower and without the consent of any other Lender (it is understood that (i) no existing Lender will have any obligation to commit to any such extension and (ii) each Lender under the class being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender under such class).

The Company will be permitted, on and after the Closing Date, to designate subsidiaries as “unrestricted” (each, an “Unrestricted Subsidiary”), and to re-designate an Unrestricted Subsidiary as “restricted”, subject to (x) customary limitations on investments, loans, advances to, and other investments in Unrestricted Subsidiaries, (y) the absence of any defaults or events of default and (z) in the case of any designation of an Unrestricted Subsidiary, the requirement to satisfy the Payment Conditions (as defined below) except in the case of any Unrestricted Subsidiary designated on the Closing Date. Unrestricted Subsidiaries will not be included in the representations and warranties of the Loan Parties or be subject to affirmative or negative covenants or events of default (other than certain representations, warranties and covenants relating to the PATRIOT Act, OFAC, FCPA and other applicable sanction, anti-money laundering, anti-bribery and anti-corruption laws), and the cash held by, results of operations, assets,

indebtedness and interest expense of Unrestricted Subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the ABL Facility Documents.

(ii) finance the consideration for the Acquisition and pay fees and expenses in connection with the Transactions and (iii) fund upfront fees or original issue discount (“OID”) in respect of the Facilities pursuant to the “flex” provisions of the Fee Letters; provided, that after giving effect to the Transactions on the Closing Date (including the loans and other extensions of credit made under the ABL Facility on the Closing Date) and including the assets of the Target and its subsidiaries in the Borrowing Base, pro forma Excess Availability is at least $750 million; and provided, further, that the Borrowers may also borrow additional amounts (up to $1,700 million in the aggregate) if, after giving effect thereto, pro forma Excess Availability as of the Closing Date (after giving effect to the Transactions) is at least $1,000 million.

Following the Closing Date, the ABL Loans will be used by the Borrowers and their subsidiaries for working capital and general corporate purposes (including permitted acquisitions and other investments).

The aggregate of the outstanding principal amount of the ABL Loans, swingline loans, the undrawn amount of the letters of credit and the unreimbursed amount of payments in respect of drafts under letters of credit issued under the ABL Facility may not at any time exceed the lesser of the Aggregate Commitments and the Borrowing Base (as defined below) determined as at the end of the most recently ended month.

The “Borrowing Base” shall be the sum of:

(a) 90% of the face amount of eligible credit card receivables of the Loan Parties; plus

(b) 85% of the book value of eligible accounts receivable of the Loan Parties (other than any credit card receivables referred to in clause (a) above and any unbilled accounts receivable referred to in clause (c) below); plus

(c) 75% of the book value of eligible unbilled accounts receivable of the Loan Parties for goods that have been delivered, subject to a cap to be agreed; plus

(d) 90% of the “net recovery percentage” (the percentage of the book value of applicable eligible collateral recoverable in an orderly liquidation as determined in the most recent appraisal delivered to the Collateral Agent) of eligible inventory of the Loan Parties located in the U.S., multiplied by the book value (excluding LIFO reserves) of such eligible inventory; minus

(e) eligibility reserves.

Eligibility criteria and reserves will be determined in accordance with mutually agreed criteria to be set forth in the ABL Facility Documents and will, in any case, be not less favorable (in any material respect) to the Borrowers than the provisions regarding reserves and eligibility set forth in the Existing Credit Facility. If the 2018 Notes (as defined in Exhibit B) are not refinanced, redeemed or defeased at least 60 days prior to their maturity date (as such maturity date may be extended from time to time in accordance with the terms of the 2018 Notes), the Administrative Agent shall impose an Availability reserve in an amount equal to the outstanding principal balance of such 2018 Notes, which reserve shall remain in effect until the 2018 Notes are fully refinanced, redeemed or defeased. As it relates to clauses (a), (b) and (c) above, any such receivable that is subject to a securitization facility shall not be eligible.

    

Drawings under any letter of credit shall be reimbursed by the Borrowers within one business day after notice of such drawing is received by the Borrowers. To the extent that the Borrowers do not reimburse the applicable Issuing Bank within one business day after receipt of notice, the Lenders under the ABL Facility shall be irrevocably obligated to reimburse such Issuing Bank pro rata based upon their respective commitments. Letters of credit shall be available in U.S. Dollars, with sublimits to be agreed for letters of credit issued in Canadian Dollars, Euros and other currencies to be agreed.

Certain letters of credit issued pursuant to the Existing Credit Facility (as defined in Exhibit A), or issued pursuant to the Company’s existing credit facility or other letter of credit facilities, shall be deemed issued under the ABL Facility on the Closing Date pursuant to arrangements acceptable to the applicable Issuing Banks and the Administrative Agent.

(a) a perfected first-priority security interest (subject to permitted liens) in all (i) accounts receivable (other than Term Loan Receivables (as defined in Exhibit B)), credit card receivables, inventory (excluding any consigned inventory), chattel paper, deposit and security accounts (other than such accounts containing solely proceeds of Term Loan Priority Collateral (as defined in Exhibit B) to the Commitment Letter), (ii) to the extent evidencing, securing, governing, or otherwise reasonably related to the assets described in the foregoing subclause (i), all general intangibles (other than intellectual property), investment property (other than equity interests owned by the Borrowers and the Guarantors), documents, instruments, commercial tort claims, supporting obligations, and letters of credit and letter of credit rights; provided, however, that to the extent any of the foregoing also evidence. secure, govern or otherwise reasonably relate to any Term Priority Collateral, only that portion that evidences, governs, secures or primarily relates to ABL Priority Collateral shall constitute ABL Priority Collateral, (iii) all books and records related to the foregoing, and (iv) all proceeds and products of the foregoing (all of the foregoing, the “ABL Priority Collateral”); and

(b) a perfected second-priority security interest (subject to permitted liens) in the Term Loan Priority Collateral.

Notwithstanding anything to the contrary, the Collateral shall exclude the following: (A) motor vehicles and other assets subject to certificates of title (to the extent a lien thereon cannot be perfected by filing of a UCC financing statement); (B) pledges and security interests over assets (including in respect of interests in partnerships, joint ventures and other non-wholly owned entities) to the extent prohibited by law, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions; (C) all fee owned real property having a book value less than $7.5 million (with all required mortgages being permitted to be delivered post-closing subject to the requirements of the Limited Conditionality Provisions) determined on the Closing Date for existing real property and on the date of acquisition for any after acquired real property (or the date of substantial completion of any material improvement thereon or new construction thereof) and all real property leasehold interests; (D) intent to use trademark or service mark applications until such time as a statement of use is filed; (E) equity interests in any person other than wholly owned restricted subsidiaries to the extent not permitted by the terms of such subsidiary's organizational or joint venture documents; (F) any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangements, in each case, to the extent permitted under the ABL Facility Documents and to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party), in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, other than proceeds and receivables thereof and (G) (i) the Divested Properties (as defined in Exhibit B) and (ii) any other real property identified in writing by the Company prior to the Closing Date that is for sale on the Closing Date or that the Company or any Guarantor intends to sell as part of the restructuring and integration in connection with the Acquisition, in each case, that would otherwise not be excluded pursuant to clause (C) above and that have not been disposed of on or prior to 120 days after the Closing Date (in which case perfection of the lien on such Divested Properties or such other real property shall be provided within 180 days after the Closing Date, or such longer period as the Administrative Agent may agree in its reasonable judgment). For the avoidance of doubt, notwithstanding the foregoing, the ABL Lenders will have a security interest in all collateral required under the Term Facility, which security interest shall be (x) senior to any lien the secured parties in respect of the Term Facility have in any ABL Loan Priority Collateral and (y) junior to any lien the secured parties in respect of the Term Facility have in any Term Priority Collateral.

Commitments shall be the ABL Maturity Date, and (iv) the other terms and conditions in the respect thereof shall be the same as those applicable to the other commitments and loans under the ABL Facility except as otherwise provided below. The Borrowers may seek Additional ABL Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional lenders who will become Lenders in connection therewith. The initial “yield” on the Additional ABL Commitments shall not exceed the “yield” at such time on the ABL Facility (with “yield” being determined by the Administrative Agent taking into account the applicable margin, commitment fees, and any LIBOR or Base Rate floors, but not any fees paid to the Arrangers in connection with the ABL Facility or the arrangers of the Additional ABL Commitments that are not shared with all Lenders), unless the applicable margin on revolving loans made pursuant to the then existing commitments are increased so that the “yield” on such loans pursuant to the existing commitments is equal to the “yield” for the loans to be made pursuant to the Additional ABL Commitments. The determination of the yield differential shall not take into account upfront fees or OID paid for either the then existing commitments under the ABL Facility or the Additional ABL Commitments.

Base Rate borrowings will bear interest at the Base Rate plus the Applicable Margin specified below, calculated on the basis of a year of 360 days (or 365/366 days in the case of Base Rate loans the interest rate payable on which is then based on the prime commercial lending rate of Bank of America) and payable quarterly in arrears. The “Base Rate” means the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (ii) the prime commercial lending rate of Bank of America as established from time to time, and (iii) the one-month LIBOR plus 1%.

Base Rate borrowings will be in minimum amounts to be agreed (and minimum multiples thereof) and (other than swingline borrowings) will require one business day’s prior notice.

LIBOR borrowings will bear interest for periods to be selected by the Borrowers (“Interest Periods”) of one, two, three or six months or, with the consent of all Lenders, twelve months, and will be at a rate per annum equal to the London Interbank Offered Rate (“LIBOR”) for the applicable

Interest Period for the corresponding deposits of U.S. Dollars, plus the Applicable Margin specified below. LIBOR for an Interest Period will be the rate appearing on Reuters Screen LIBOR01 Page (or any successor or substitute therefor selected by the Administrative Agent in its reasonable judgment) two business days prior to the start of the Interest Period. Interest will be paid at the end of each Interest Period or, in the case of Interest Periods longer than three months, every three months, and will be calculated on the basis of the actual number of days elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory reserve requirements (if any).

LIBOR borrowings will require three business days’ prior notice and will be in minimum amounts (and minimum multiples thereof) to be agreed upon.

C. Eurocurrency Rate

Eurocurrency Rate borrowings will bear interest at the applicable Eurocurrency Rate plus the Applicable Margin specified below. “Eurocurrency Rate” shall be defined in a manner to be agreed based on the Administrative Agent’s customary manner for determining rates with respect to Euros and Canadian Dollars.

Eurocurrency Rate borrowings will require three business days’ prior notice and will be in minimum amounts (and minimum multiples thereof) to be agreed upon.

“Excess Availability” means the amount by which (a) the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitments (such lesser amount, the “Availability”) exceeds (b) the sum of (i) the aggregate outstanding principal balance of the loans (including swingline loans)

under the ABL Facility plus (ii) the undrawn face amount of outstanding letters of credit issued under the ABL Facility and the unreimbursed amount of payments in respect of drafts under letters of credit issued under the ABL Facility, and “Excess Availability Percentage” means the percentage obtained by dividing Excess Availability by the amount of clause (a).

The Borrowers shall prepay the ABL Loans and (if the ABL Loans are repaid in full) cash collateralize undrawn letters of credit (without a permanent reduction of the Aggregate Commitments) in an amount equal to 100% of the net proceeds received from the sale or other disposition

of, or casualty with respect to or condemnation of, ABL Priority Collateral (to the extent of the type included in the Borrowing Base) not in the ordinary course of business subject to thresholds and other exceptions to be agreed and subject to 100% reinvestment rights if the proceeds are reinvested or committed to be reinvested within 12 months of receipt (if committed to be reinvested within such 12 month period, to the extent reinvested within 6 months thereafter) in assets constituting Collateral, provided, however, that if no Liquidity Period (as defined below) is then in effect, the Borrowers shall only be required to prepay the revolving loans and cash collateralize undrawn letters of credit to the extent of any such net proceeds equal to the amount advanced or available to be advanced against the ABL Priority Collateral subject to the sale or other disposition. In addition, the Borrowers shall prepay the revolving loans and cash collateralize undrawn letters of credit under the ABL Facility (without a permanent reduction of the Aggregate Commitments) and prepay the loans under the Term Facility on a pro rata basis with 100% of the net proceeds received after the Closing Date from any and all Divested Properties in excess of $15 million in the aggregate in any calendar year (except that, in any event, the application of such proceeds shall be reallocated as between the Term Facility and the ABL Facility to the extent required to maintain Excess Availability of not less than $1,000 million after giving effect to such sale of Divested Properties and such repayments); provided, further, that if, after giving pro forma effect to any sale of Divested Properties, the Senior Secured Net Leverage Ratio is less than or equal to 2.00 to 1.00, the proceeds of such Divested Properties shall be permitted to be reinvested as provided above.

Notwithstanding the foregoing, to the extent that the Company has determined in good faith that repatriation of any portion of the net proceeds of any asset sale by a non-U.S. restricted subsidiary would have an adverse tax cost consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation) or is not permitted by applicable law, then, to the extent that such adverse tax cost consequence or legal limitation is not directly attributable to actions taken by the Company or any of its subsidiaries with the intent of avoiding or reducing any mandatory prepayment otherwise required, the Borrowers shall not be required to make a prepayment with such portion of such net proceeds as provided above.

There will be no prepayment penalties (except LIBOR or Eurocurrency breakage costs) for mandatory prepayments.

Administrative Agent into which all proceeds of the ABL Priority Collateral are deposited (subject to mutually agreeable exceptions). The Administrative Agent shall have the right, during a Liquidity Period, to cause all amounts on deposit in any blocked account to be transferred to the main concentration account at the end of each business day. During a Liquidity Period, the Administrative Agent shall have the right to require that all amounts on deposit in the main concentration account be applied on a daily basis by the Administrative Agent to reduce loans outstanding under the ABL Facility. Amounts so prepaid shall, subject to the terms and conditions of the ABL Facility Documents, be available to be reborrowed.

“Liquidity Period” means the period from the date that (a) an event of default has occurred and is continuing or (b) (i) the Excess Availability Percentage is less than 12.5% or (ii) Excess Availability is less than $300 million, in the case of this clause (b), for 3 consecutive business days, until the date that the Excess Availability Percentage (or Excess Availability) has been equal to or greater than the percentage or amount described in clause (b) for 30 consecutive days and no event of default is continuing.

Facility will be subject to only the following conditions: (i) prior written notice of borrowing or letter of credit request, as applicable, and (ii) the conditions set forth or referred to in Section 2 of the Commitment Letter (including those specified in Exhibit D thereto).

to Other Credit Extensions:    Conditions precedent to each extension of credit (other than the

initial extensions of credit on the Closing Date) under the ABL Facility will be (1) the absence of any continuing default or event of default, (2) the accuracy of representations and warranties in all material respects, (3) receipt of a customary borrowing notice or letter of credit request, as applicable, and (4) Excess Availability.

facilities and transactions of this type in accordance with the Documentation Principles, subject to customary material adverse effect and materiality qualifiers, exceptions and baskets to be mutually agreed and applicable to the Company and its restricted subsidiaries (and, with respect to the PATRIOT Act, OFAC, FCPA and other applicable sanction, anti-money laundering, anti-bribery and anti-corruption laws representations, its unrestricted subsidiaries) and, in the case of the Target and its subsidiaries, giving due regard to matters disclosed in the Acquisition Agreement: corporate status; good standing; power and authority; due authorization, execution and delivery; legal, valid and binding documentation; no material consents; no material adverse change; litigation and investigations; use of proceeds; no violation of, or conflicts with, material agreements or instruments; compliance with organizational documents, laws and regulations (including margin regulations); payment of taxes; ownership of the Borrowers and their respective subsidiaries and properties; accuracy of financial statements (including pro forma financial statements); accuracy of disclosure; insurance; absence of undisclosed liabilities; intellectual property; inapplicability of the Investment Company Act; solvency; labor matters; regulatory matters; PATRIOT Act, OFAC, FCPA and other applicable sanction, anti-money laundering, anti-bribery and anti-corruption laws; validity, priority and perfection of security interests in the Collateral; cash management and credit card arrangements; environmental matters, employment matters and employee benefit matters; common enterprise; and no default; in each case subject, on the Closing Date, to the Limited Conditionality Provisions.

days, until the date that the Excess Availability Percentage (or Excess Availability) has been equal to or greater than the percentage or amount described in clause (b) for 30 consecutive days and no event of default is continuing); delivery of notices of default, litigation, ERISA events, material adverse change and other material events; maintenance of properties in good working order; maintenance of customary insurance; compliance with laws and regulations; compliance with the PATRIOT Act, OFAC, FCPA and other applicable sanction, anti-money laundering, anti-bribery and anti-corruption laws; environmental matters; inspection of books and properties; field examinations, appraisals and collateral audits (one per annum normally, two per annum during a twelve-month period if the Excess Availability Percentage falls below 25% for 5 consecutive days and quarterly during an event of default, but, in any event, not more than four per year); cash management arrangements; casualty and condemnation; additional loan parties and other further assurances; payment of taxes; maintenance of necessary consents, approvals, licenses and permits; and post-closing covenant to provide first priority perfected security interests (subject to the terms of the Intercreditor Agreement).

shall permit, among other things, (i) intercompany investments (subject to limitations to be agreed regarding investments by Loan Parties in non-Loan Parties), (ii) acquisitions on the terms set forth below regarding Permitted Acquisitions, (iii) investments subject to the Payment Conditions as set forth below, (iv) certain investments in joint ventures to be agreed and (v) the Acquisition and investments in connection with the Transactions); limitations on debt and issuance of preferred stock (which shall permit, among other things, (i) the Term Facility and any refinancing thereof in whole or in part, (ii) certain debt existing on the Closing Date (including the 2018 Notes, the 2023 Notes, the Target’s 5% debentures due 2030, the Target’s 7.35% debentures due 2016, the Target’s receivables securitization program in France, certain capital leases and certain revenue bonds), (iii) purchase money debt and capital leases in an amount to be mutually agreed, (iv) certain indebtedness of foreign subsidiaries to be mutually agreed (but no less than $300 million in the aggregate at any one time outstanding), (v) debt assumed or incurred in connection with a Permitted Acquisition (as defined below) or similar investment or other permitted acquisition of an entity that becomes a restricted subsidiary, in each case, subject to the Payment Conditions as set forth below and (vi) additional unsecured debt in an amount to be mutually agreed); limitations on mergers and asset sales (which shall permit, among other things, intercompany transfers among the Company and its restricted subsidiaries (subject to limitations to be agreed regarding transfers from Loan Parties to non-Loan Parties)); limitations on sale leaseback transactions with exceptions to be agreed; limitations on transactions with affiliates; limitations on changes in business; limitations on negative pledge clauses; limitations on swap agreements; limitations on change of fiscal quarter, fiscal year and other accounting changes (except in connection with the integration of the Target and its subsidiaries following the Acquisition); and limitations on restrictions on ability of subsidiaries to pay dividends or make distributions (with exclusions to be agreed, including with respect to restrictions included in agreements governing debt of non-U.S. restricted subsidiaries).

The Company and its restricted subsidiaries will be permitted to make acquisitions of persons that become restricted subsidiaries or of assets (including assets constituting a business unit, line of business or division), and assume debt and liens in connection therewith (each, a “Permitted Acquisition”) subject to: (a) compliance with the Payment Conditions; (b) no event of default shall have occurred and be continuing or would result therefrom; (c) the acquired entity or business is in the same line of business or carries on, or is, a business complementary to that carried on by the Borrower and its restricted subsidiaries; (d) the Loan Parties comply with the applicable covenants to provide Collateral and guarantees; and (e) acquisitions of entities that do not become Guarantors (or of assets that do not become Collateral) will be subject to the applicable limitations on investments in non-Guarantor subsidiaries to be mutually agreed.

The Company and its restricted subsidiaries will also be permitted to make unlimited restricted payments, investments and prepayments of junior lien, subordinated or unsecured debt subject to satisfaction of the Payment Conditions. Satisfaction of the “Payment Conditions” means that no default or event of default has occurred and is continuing and, on a pro forma basis after giving effect to such restricted payment, investment or prepayment, either:

(i) (A) Excess Availability would be at least 15% of Availability (or 12.5% of Availability in the case of permitted acquisitions and other investments) on such date and for the projected following 6-month period, and (B) the Consolidated Fixed Charge Coverage Ratio (to be defined) for the most recent four fiscal quarter period would be at least 1.1 to 1.0 (or, in the case of permitted acquisitions and other investments, 1.0 to 1.0); or

“Consolidated Fixed Charge Coverage Ratio” means the ratio, determined as of the end of each fiscal quarter of the Company for the most recently ended four fiscal quarters, of (a) Consolidated EBITDA (to be defined in a manner to be agreed and consistent with the definition in the Term Facility) minus the unfinanced portion of capital expenditures, minus taxes paid in cash net of refunds, to (b) Fixed Charges, all calculated for the Company and its restricted subsidiaries on a consolidated basis in accordance with GAAP.

“Fixed Charges” means, with reference to any period, without duplication, cash interest expense (net of interest income), plus scheduled principal payments on indebtedness made during such period (other than certain payments to be agreed), plus dividends or distributions paid in cash, plus capital lease obligation payments, plus cash contributions to benefits plans, all calculated for the Company and its restricted subsidiaries on a consolidated basis.

In addition, each Lender may sell participations in all or a portion of its loans and commitments under the ABL Facility; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Lender to exercise voting rights in respect of the ABL Facility, except with respect to: (w) increases in commitments of such participant; (x) reductions or forgiveness of principal, interest, premium or fees payable to such participant; (y) extensions of the ABL Maturity Date or the date for payment of interest or fees on the loans or commitments in which such participant participates; and (z) releases of all or substantially all of the value of the guarantees, or all or substantially all of the ABL Priority Collateral.

No assignments or participations may be made to Disqualified Lenders and any assignment or participation made in violation of such requirement shall be voidable upon request by the Borrower (unless such Disqualified Lender no longer holds such assignment or participation and the holder thereof would otherwise be an eligible assignee). The Administrative Agent shall have the right to (a) post the list of Disqualified Lenders provided by the Company and any updates thereto from time to time (collectively, the “DQ List”) on IntraLinks, SyndTrak Online or similar electronic means (the “Platform”), including that portion of the Platform that is designated for “public side” Lenders and/or (b) provide the DQ List to each Lender requesting the same. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of the ABL Facility Documents relating to Disqualified Lenders.

The Loan Parties will indemnify the Administrative Agent, the Collateral Agent, each Arranger, and the Lenders and their respective affiliates, successors and assigns and the officers, directors, employees, affiliates, agents, advisors, controlling persons and members of each of the foregoing, and hold them harmless from and against all costs, expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities of any such Indemnified Person arising out of or relating to any claim or any litigation or other proceedings (regardless of whether any such Indemnified Person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Company or any of its affiliates, creditors or shareholders) that relate to the Transactions; provided that no Indemnified Person will be

indemnified for its gross negligence, material breach of its funding obligations under the ABL Facility, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable decision or for any dispute that is solely among Indemnified Persons and does not arise from any act or omission by the Company or any of its affiliates (other than a dispute involving claims against the Administrative Agent or Collateral Agent in its capacity as such; provided, further that no Indemnified Person or the Company shall be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages incurred or paid by an Indemnified Person to a third party).

as applicable, and (d) the consent of Lenders holding at least 66-2/3% of the aggregate commitments and outstandings under the ABL Facility will be required for amendments or waivers to change the definition of Borrowing Base and the component definitions thereof the effect of which would be to increase availability (other than increases to the advance rates as provided above).

The ABL Facility Documents shall permit extensions of the final expiration date of the commitments approved by affected Lenders and offered to all Lenders, and without the consent of any other Lender or the Required Lenders, and providing for different interest rates and fees and voluntary prepayments, in each case subject to terms and conditions usual and customary for facilities and transactions of this type.

above and ended at least 45 days before the Closing Date (other than the fourth fiscal quarter) and (iv) unaudited interim consolidated financial statements of the Target and its consolidated subsidiaries consisting of unaudited interim consolidated balance sheets and unaudited interim consolidated income statements and statements of cash flows of the Target and its consolidated subsidiaries as of the last day of, and for the most recently completed fiscal quarter (other than the fourth fiscal quarter) of, the Target and its consolidated subsidiaries ended after the last fiscal year for which financial statements have been provided pursuant to clause (i) above and ended at least 45 days before the Closing Date (other than the fourth fiscal quarter).

been executed and delivered by the Borrowers and each Guarantor (provided that the Target and its subsidiaries to the extent required to become Borrowers and Guarantors shall only be required to execute and deliver such documentation after the effectiveness of, but substantially concurrently with, the Acquisition) and (ii) the Company shall have delivered the following other customary closing deliverables with respect to the Borrowers and the Guarantors with respect to the ABL Facility: (A) customary officer’s closing and secretary certificates, legal opinions (in each relevant jurisdiction), corporate authority or organizational documents, good standing certificates in jurisdictions of formation/organization, and officer’s certificates evidencing authority and (B) a solvency certificate, dated as of the Closing Date and after giving effect to the Transactions, substantially in the form of Annex I attached to this Exhibit D, of the chief financial officer of the Company.

in accordance with the preceding sentence for use in the confidential information memorandum and, within two business days after the receipt of such notice from the Company, the Lead Arrangers deliver a written notice to the Company to that effect (stating with reasonable specificity which information required to be included in the confidential information memorandum has not been delivered).

To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below:    

I, the undersigned, the Chief Financial Officer of [Borrower], a corporation organized under the laws of the State of Delaware (the “Borrower”), in that capacity only and not in my individual capacity (and without personal liability), 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 fact and 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.    This certificate is furnished to the Administrative Agent and the Lenders pursuant to Section [___] of the [ABL] [Term Loan] Credit Agreement, dated as of____, among [____] (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.

2.    For purposes of this certificate, the terms below shall have the following definitions:

The amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its restricted subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b)    “Present Fair Salable Value”

The aggregate amount of net consideration that could be expected to be realized from an interested purchaser by a seller, in an arm’s length transaction under present conditions in a current market for the sale of assets of a comparable business enterprise, where both parties are aware of all relevant facts and neither party is under any compulsion to act, where such seller is interested in disposing of an entire operation as a going concern, presuming the business will be continued, in its present form and character, and with reasonable promptness, not to exceed one year.

(c)    “Stated Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its restricted subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the loans under the Credit Agreement and the use of proceeds of such loans on the date hereof), determined in accordance with GAAP consistently applied.

(d)    “Identified Contingent Liabilities”

The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its restricted subsidiaries taken as a whole after giving effect to the Transactions (including

the execution and delivery of the Credit Agreement, the making of the loans under the Credit Agreement and the use of proceeds of such loans on the date hereof) (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

Borrower and its restricted subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the loans under the Credit Agreement and the use of proceeds of such loans on the date hereof) have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable.

(f)    “Do not have Unreasonably Small Capital”

Borrower and its restricted subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the loans under the Credit Agreement and the use of proceeds of such loans on the date hereof) have sufficient capital to ensure that it is a going concern.

3.    For purposes of this certificate, I, or officers of Borrower under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

4.    Based on and subject to the foregoing, I hereby certify on behalf of Borrower that after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the loans under the Credit Agreement and the [ABL] [Term Loan] Credit Agreement and the use of proceeds of such loans on the date hereof), it is my opinion that (i) each of the Fair Value and the Present Fair Salable Value of the assets of Borrower and its restricted subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) Borrower and its restricted subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) Borrower and its restricted subsidiaries taken as a whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

IN WITNESS WHEREOF, Borrower has caused this certificate to be executed on its behalf by its Chief Financial Officer this [ ] day of [_______].