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Credit Agreement - Green Mountain Coffee Roasters Inc.

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Published CUSIP Number: 393124AG7

CREDIT AGREEMENT

Dated as of December 17, 2010

among

GREEN MOUNTAIN COFFEE ROASTERS, INC.,

as the Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent, U.S. Swing Line Lender and

U.S. L/C Issuer,

The Other Lenders Party Hereto,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arranger and Joint Book Manager,

SUNTRUST ROBINSON HUMPHREY, INC.,

Joint Lead Arranger and Joint Book Manager,

SUNTRUST BANK,

as Syndication Agent,

and

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

"RABOBANK NEDERLAND", NEW YORK BRANCH

and

SOVEREIGN BANK,

as Co-Documentation Agents

TABLE OF CONTENTS


		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01.	Defined Terms		1
1.02.	Other Interpretive Provisions		32
1.03.	Accounting Terms		32
1.04.	Rounding		33
1.05.	Exchange Rates; Currency Equivalents		33
1.06.	Times of Day		33
1.07.	U.S. Letter of Credit Amounts		33
1.08.	Currency Equivalents Generally		33
1.09.	Interpretation Clause (Québec)		34

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01.	The Loans		34
2.02.	Borrowings, Conversions and Continuations of Loans		35
2.03.	U.S. Letters of Credit		37
2.04.	U.S. Swing Line Loans		43
2.05.	Prepayments		46
2.06.	Termination or Reduction of Commitments		48
2.07.	Repayment of Loans		49
2.08.	Interest		50
2.09.	Fees		51
2.10.	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate		51
2.11.	Evidence of Debt		52
2.12.	Payments Generally; Administrative Agent's Clawback		52
2.13.	Sharing of Payments by Lenders		54
2.14.	Increase in Commitments		54
2.15.	Cash Collateral		57
2.16.	Defaulting Lenders		58

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01.	Taxes		59
3.02.	Illegality		62
3.03.	Inability to Determine Rates		62
3.04.	Increased Costs; Reserves on Eurodollar Rate Loans		62
3.05.	Compensation for Losses		64
3.06.	Mitigation Obligations; Replacement of Lenders		64
3.07.	Survival		64

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01.	Conditions of Initial Credit Extension		65
4.02.	Conditions to All Credit Extensions		67

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ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.01.	Existence, Qualification and Power	68
5.02.	Authorization; No Contravention	68
5.03.	Governmental Authorization; Other Consents	68
5.04.	Binding Effect	69
5.05.	Financial Statements; No Material Adverse Effect	69
5.06.	Litigation	69
5.07.	No Default	69
5.08.	Ownership of Property; Liens; Investments	70
5.09.	Environmental Compliance	70
5.10.	Insurance	71
5.11.	Taxes	71
5.12.	ERISA Compliance	72
5.13.	Subsidiaries; Equity Interests; Loan Parties	72
5.14.	Margin Regulations; Investment Company Act	73
5.15.	Disclosure	73
5.16.	Compliance with Laws	73
5.17.	Intellectual Property; Licenses, Etc.	73
5.18.	Solvency	73
5.19.	Casualty, Etc.	73
5.20.	Rights in Collateral; Priority of Liens	74
5.21.	Anti-Money Laundering and Economic Sanctions Laws	74
5.22.	Senior Debt	74

ARTICLE VI
AFFIRMATIVE COVENANTS

6.01.	Financial Statements	74
6.02.	Certificates; Other Information	75
6.03.	Notices	77
6.04.	Payment of Obligations	77
6.05.	Preservation of Existence, Etc.	77
6.06.	Maintenance of Properties	77
6.07.	Maintenance of Insurance	77
6.08.	Compliance with Laws	78
6.09.	Books and Records	78
6.10.	Inspection Rights	78
6.11.	Use of Proceeds	78
6.12.	Covenant to Guarantee Obligations and Give Security	78
6.13.	Compliance with Environmental Laws	81
6.14.	Remediation of Material Weakness	81
6.15.	Further Assurances	81
6.16.	[Reserved]	81
6.17.	Interest Rate Hedging	81
6.18.	Post-Closing Matters	81

ARTICLE VII
NEGATIVE COVENANTS

7.01.	Liens	81
7.02.	Indebtedness	84
7.03.	Investments	85
7.04.	Fundamental Changes	88

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7.05.	Dispositions	88
7.06.	Restricted Payments	90
7.07.	Change in Nature of Business	91
7.08.	Transactions with Affiliates	91
7.09.	Burdensome Agreements	91
7.10.	Use of Proceeds	92
7.11.	Financial Covenants	92
7.12.	Capital Expenditures	92
7.13.	Amendments of Certain Documents	93
7.14.	Accounting Changes	93
7.15.	Prepayments, Etc. of Indebtedness	93
7.16.	Designation of Senior Debt	93

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01.	Events of Default	93
8.02.	Remedies upon Event of Default	95
8.03.	Application of Funds	95

ARTICLE IX
ADMINISTRATIVE AGENT

9.01.	Appointment and Authority	96
9.02.	Rights as a Lender	97
9.03.	Exculpatory Provisions	97
9.04.	Reliance by Administrative Agent	97
9.05.	Delegation of Duties	98
9.06.	Resignation of Administrative Agent	98
9.07.	Non-Reliance on Administrative Agent and Other Lenders	99
9.08.	No Other Duties, Etc.	99
9.09.	Administrative Agent May File Proofs of Claim	99
9.10.	Collateral and Guaranty Matters	99
9.11.	Secured Cash Management Agreements and Secured Hedge Agreements	100
9.12.	Tax Indemnification	100

ARTICLE X
MISCELLANEOUS

10.01.	Amendments, Etc.	101
10.02.	Notices; Effectiveness; Electronic Communications	103
10.03.	No Waiver; Cumulative Remedies; Enforcement	104
10.04.	Expenses; Indemnity; Damage Waiver	105
10.05.	Payments Set Aside	106
10.06.	Successors and Assigns	106
10.07.	Treatment of Certain Information; Confidentiality	110
10.08.	Right of Setoff	110
10.09.	Interest Rate Limitation	111
10.10.	Counterparts; Integration; Effectiveness	111
10.11.	Survival of Representations and Warranties	111
10.12.	Severability	111
10.13.	Replacement of Lenders	112
10.14.	Governing Law; Jurisdiction; Etc.	112
10.15.	WAIVER OF JURY TRIAL	113
10.16.	No Advisory or Fiduciary Responsibility	113

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10.17.	Electronic Execution of Assignments and Certain Other Documents	114
10.18.	USA PATRIOT Act	114
10.19.	Judgment Currency	114

SCHEDULES


1.01		Existing Letters of Credit

2.01		Commitments and Applicable Percentages

5.08(b)		Existing Liens

5.08(d)(ii)		Leased Real Property (Lessor)

5.12(d)		Pension Plan Obligations and Liabilities

6.12		Guarantors

6.18		Post-Closing Matters

7.02		Exiting Indebtedness

7.03(c)		Existing Investments

7.09		Burdensome Agreements

10.02		Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

Form of


A		Committed Loan Notice
B		Swing Line Loan Notice
C-1		Term Note
C-2		Revolving Credit Note
D		Compliance Certificate
E-1		Assignment and Assumption
E-2		Administrative Questionnaire
F		Guaranty
G		Security Agreement
H		Mortgage
I-1		Collateral Disclosure Schedule
I-2		Collateral Disclosure Schedule Supplement
J-1		United States Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
J-2		United States Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
J-3		United States Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
J-4		United States Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
K		Solvency Certificate

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CREDIT AGREEMENT

This CREDIT AGREEMENT ("Agreement") is entered into as of December 17, 2010, among Green Mountain Coffee Roasters, Inc., a Delaware corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, U.S. Swing Line Lender and U.S. L/C Issuer.

PRELIMINARY STATEMENTS:

Pursuant to the Share Purchase Agreement dated September 14, 2010 (the "Purchase Agreement") among LJVH S.à.r.l, Fonds de Solidarité des Travailleurs Du Québec (F.T.Q.), the other sellers party thereto, LJ Coffee Agent, LLC, SSR Acquisition Corp. (the "Purchaser") and the Borrower, the Purchaser, a wholly-owned subsidiary of the Borrower, has agreed to purchase (the "Acquisition") all outstanding equity interests of LJVH Holdings, Inc. (the "Acquired Business").

The proceeds of the borrowings hereunder will be used to fund a portion of the Transaction and provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries.

In furtherance of the foregoing, the Borrower has requested that the Lenders provide a term A loan facility in an amount of $250,000,000, a term B loan facility in an amount of $550,000,000, and revolving credit facilities in an aggregate amount of $650,000,000, and the Lenders have indicated their willingness to lend and the U.S. L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Acquired Business" has the meaning specified in the Preliminary Statements.

"Acquisition" has the meaning specified in the Preliminary Statements.

"Administrative Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

"Administrative Agent's Office" means, with respect to any currency, the Administrative Agent's address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

"Administrative Questionnaire" means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent.

"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

"Aggregate Commitments" means the Commitments of all the Lenders.

"Agreement" means this Credit Agreement.

"Agreement Currency" has the meaning specified in Section 10.19.

"AHYDO Amount" has the meaning specified in Section 2.05(b)(vi).

"AHYDO Payment Date" has the meaning specified in Section 2.05(b)(vi).

"Alternative Currency" means Canadian Dollars and Euros.

"Alternative Currency Equivalent" means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the U.S. L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

"Alternative Required Revolving Lenders" means, as of any date of determination, Alternative Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Alternative Revolving Credit Outstandings and (b) aggregate unused Alternative Revolving Credit Commitments; provided that the unused Alternative Revolving Credit Commitment of, and the portion of the Total Alternative Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Alternative Required Revolving Lenders.

"Alternative Revolving Credit Borrowing" means a borrowing consisting of simultaneous Alternative Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Alternative Revolving Credit Lenders pursuant to Section 2.01(d).

"Alternative Revolving Credit Commitment" means, as to each Alternative Revolving Credit Lender, its obligation to make Alternative Revolving Credit Loans to the Borrower pursuant to Section 2.01(d), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01 under the caption "Alternative Revolving Credit Commitment", opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement.

"Alternative Revolving Credit Facility" means, at any time, the aggregate amount of the Alternative Revolving Credit Lenders' Alternative Revolving Credit Commitments at such time.

"Alternative Revolving Credit Lender" means, at any time, any Lender that has an Alternative Revolving Credit Commitment at such time.

"Alternative Revolving Credit Loan" has the meaning specified in Section 2.01(d).

"Anti-Money Laundering Laws" means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to a Loan Party, its Subsidiaries or Affiliates, related to terrorism financing or money laundering including any applicable provision of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001 (Title III of Pub. L. 107-56) and The Currency and Foreign Transactions Reporting Act (also known as the "Bank Secrecy Act," 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

"Applicable Alternative Revolving Credit Percentage" means, with respect to any Alternative Revolving Credit Lender at any time, such Alternative Revolving Credit Lender's Applicable Percentage in respect of the Alternative Revolving Credit Facility at such time.

"Applicable Fee Rate" means, at any time, in respect of the Revolving Credit Facilities, (a) from the Closing Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal quarter ending March 26, 2011, 0.50% per annum and (b) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

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Applicable Fee Rate


Pricing Level	Consolidated Leverage Ratio	Commitment Fee
1	³ 3.0:1		0.500	%
2	< 3.0:1 but ³ 2.5:1		0.375	%
3	< 2.5:1 but ³ 2.0:1		0.375	%
4	< 2.0:1		0.250	%

Any increase or decrease in the Applicable Fee Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the U.S. Required Revolving Lenders, in the case of U.S. Revolving Loans, or the Alternative Required Revolving Lenders, in the case of Alternative Revolving Loans, Pricing Level 1 shall apply to the U.S. Revolving Loans or Alternative Revolving Loans, respectively, as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Fee Rate for any period shall be subject to the provisions of Section 2.10(b).

"Applicable Percentage" means (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A Facility represented by (i) on or prior to the Closing Date, such Term A Lender's Term A Commitment at such time, subject to adjustment as provided in Section 2.16, and (ii) thereafter, the principal amount of such Term A Lender's Term A Loans at such time, (b) in respect of the Term B Facility, with respect to any Term B Lender at any time, the percentage (carried out to the ninth decimal place) of the Term B Facility represented by (i) on or prior to the Closing Date, such Term B Lender's Term B Commitment at such time, subject to adjustment as provided in Section 2.16, and (ii) thereafter, the principal amount of such Term B Lender's Term B Loans at such time, (c) in respect of the U.S. Revolving Credit Facility, with respect to any U.S. Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the U.S. Revolving Credit Facility represented by such U.S. Revolving Credit Lender's U.S. Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16 and (d) in respect of the Alternative Revolving Credit Facility, with respect to any Alternative Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Alternative Revolving Credit Facility represented by such Alternative Revolving Credit Lender's Alternative Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the U.S. L/C Issuer to make U.S. L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the relevant Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the relevant Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the relevant Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

"Applicable Rate" means (a) in respect of the Term A Facility and the Revolving Credit Facilities, (i) from the Closing Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal quarter ending March 26, 2011, 2.5% per annum for Base Rate Loans and 3.5% per annum for Eurodollar Rate Loans and U.S. Letter of Credit Fees and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate

Pricing

Level

Consolidated
Leverage Ratio

Eurodollar
Rate

Base Rate

³ 3.0:1

3.50

2.50

-3-

Applicable Rate


2	< 3.0:1 but	³ 2.5:1	3.00	%	2.00	%
3	< 2.5:1 but	³ 2.0:1	2.50	%	1.50	%
4	< 2.0:1		2.00	%	1.00	%

and (b) in respect of the Term B Facility, 3.0% per annum for Base Rate Loans and 4.0% per annum for Eurodollar Rate Loans.

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, Pricing Level 1 shall apply in respect of the Term A Facility and the Revolving Credit Facilities, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

"Applicable Revolving Credit Percentage" means, as applicable, the Applicable U.S. Revolving Credit Percentage and/or the Applicable Alternative Revolving Credit Percentage.

"Applicable Time" means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the U.S. L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

"Applicable U.S. Revolving Credit Percentage" means with respect to any U.S. Revolving Credit Lender at any time, such U.S. Revolving Credit Lender's Applicable Percentage in respect of the U.S. Revolving Credit Facility at such time.

"Appropriate Lender" means, at any time, (a) with respect to any of the Term A Facility, the Term B Facility, the U.S. Revolving Credit Facility or the Alternative Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, a Term B Loan, U.S. Revolving Credit Loan or an Alternative Revolving Credit Loan, respectively, at such time, (b) with respect to the U.S. Letter of Credit Sublimit, (i) the U.S. L/C Issuer and (ii) if any U.S. Letters of Credit have been issued pursuant to Section 2.03(a), the U.S. Revolving Credit Lenders, and (c) with respect to the U.S. Swing Line Sublimit, (i) the U.S. Swing Line Lender and (ii) if any U.S. Swing Line Loans are outstanding pursuant to Section 2.04(a), the U.S. Revolving Credit Lenders.

"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Arrangers" means Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc. in their capacity as joint lead arrangers and joint book managers.

"Assignee Group" means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form approved by the Administrative Agent.

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"Attributable Indebtedness" means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

"Audited Financial Statements" means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended September 25, 2010, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

"Auto-Extension Letter of Credit" has the meaning specified in Section 2.03(b)(iii).

"Availability" means the ability to obtain Credit Extensions under the Revolving Credit Facilities pursuant to the terms of this Agreement.

"Availability Period" means in respect of the Revolving Credit Facilities, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the relevant Revolving Credit Facility, (ii) the date of termination of the relevant Revolving Credit Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the U.S. L/C Issuer to make U.S. L/C Credit Extensions pursuant to Section 8.02.

"Bank of America" means Bank of America, N.A. and its successors.

"Base Rate" means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate," and (c) the Eurodollar Rate plus 1.00%. The "prime rate" is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

"Base Rate Loan" means a Revolving Credit Loan, a Term A Loan or a Term B Loan that bears interest based on the Base Rate.

"BBA LIBOR" has the meaning specified in the definition of "Eurodollar Rate."

"Borrower" has the meaning specified in the introductory paragraph hereto.

"Borrower Materials" has the meaning specified in Section 6.02.

"Borrowing" means Revolving Credit Borrowings, U.S. Swing Line Borrowings, a Term A Borrowing or a Term B Borrowing, as the context may require.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York or (solely with respect to all notices and determinations in connection with, and payments of principal of interest on, Borrowings made in Alternative Currencies and U.S. Letters of Credit denominated in Alternative Currencies) the jurisdiction where the Administrative Agent's Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

"Canadian Dollar" and "C$": lawful currency of Canada.

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"Capital Expenditures" means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes of this definition, (i) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such insurance proceeds, as the case may be and (ii) any expenditures made as payment of consideration for a Permitted Acquisition shall be excluded.

"Capitalized Leases" means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

"Cash Collateralize" means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the U.S. L/C Issuer or the U.S. Swing Line Lender (as applicable) and the Lenders, as collateral for any U.S. L/C Obligations, Obligations in respect of any U.S. Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the U.S. L/C Issuer or U.S. Swing Line Lender benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the U.S. L/C Issuer or the U.S. Swing Line Lender (as applicable). "Cash Collateral" shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

"Cash Equivalents" means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America, the Canadian government or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America or Canada, in each case, is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or banker acceptances of, any commercial bank that (i) (A) is a Lender, (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System or (C) is a bank listed in Schedule I of the Bank Act (Canada), (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than one year from the date of acquisition thereof;

(c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least "Prime-1" (or the then equivalent grade) by Moody's or at least "A-1" (or the then equivalent grade) by S&P, in each case with maturities of not more than one year from the date of acquisition thereof;

(d) repurchase agreements entered into by any Person with an eligible bank under clause (b) above for direct obligations issued by or fully guaranteed by the United States; and

(e) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody's or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b), (c) and (d) of this definition.

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"Cash Management Agreement" means any agreement to provide cash management services, including treasury, depository, overdraft, credit, debit or purchase card, electronic funds transfer and other cash management arrangements.

"Cash Management Bank" means any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

"CERCLIS" means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

"CFC" means a Person that is a controlled foreign corporation under Section 957 of the Code.

"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a ‘Change in Law' regardless of the date enacted, adopted or issued.

"Change of Control" means an event or series of events by which:

(a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than Robert P. Stiller becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an "option right")), directly or indirectly, of 35% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such "person" or "group" has the right to acquire pursuant to any option right); or

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c) a "change of control" or any comparable term under, and as defined in, any document evidencing any Indebtedness exceeding the Threshold Amount shall have occurred.

"Closing Date" means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.

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"Closing Date Mortgaged Properties" means the properties located at 3109 Water Plant Rd., Knoxville, TN, and 131 Pilgrim Park Rd, Waterbury, VT.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral" means all of the "Collateral" and "Mortgaged Property" or other similar term referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties; provided, that in no event shall "Collateral" include any Excluded Property.

"Collateral Disclosure Schedule" means the collateral disclosure schedule in the form of Exhibit I-1 or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time by a Collateral Disclosure Schedule Supplement or otherwise.

"Collateral Disclosure Schedule Supplement" means the collateral disclosure schedule supplement in the form of Exhibit I-2 or any other form approved by the Administrative Agent.

"Collateral Documents" means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

"Combined Material Adverse Effect" means a fact, circumstance or condition that (a) has, or is reasonably likely to have, individually or in the aggregate, a material adverse effect on the business, operations, assets, liabilities or financial condition of the Borrower and the Acquired Business, taken as a whole; except to the extent that the material adverse effect results from or is caused by (i) worldwide, national or local conditions or circumstances which impact the Acquired Business, whether they are economic, political, regulatory (including any change in law or Canadian GAAP) or otherwise, including war, armed hostilities, acts of terrorism, emergencies, crises and natural disasters, (ii) changes in the markets or industry in which the Acquired Business operates, (iii) the announcement of the execution of the Purchase Agreement and the transactions contemplated thereby, (iv) the loss of any customer, vendor or distributor (other than the Borrower and its affiliates) by the Acquired Business following the announcement of the Purchase Agreement and the transactions contemplated thereby and (v) the breach by the Borrower or one of its affiliates of their obligations pursuant to the contracts set forth in Schedule 1.1(iii) of the Purchase Agreement, except, with respect to clauses (i) and (ii), conditions, circumstances or changes that have a materially disproportionate effect on the Acquired Business relative to comparable companies and entities operating in the coffee industry or coffee services business in the United States or Canada, as the case may be, or (b) impairs in any material and adverse respect the ability of the sellers under the Purchase Agreement to complete the sale of the shares of the Acquired Business in accordance with the Purchase Agreement.

"Commitment" means a Term A Commitment, a Term B Commitment, a U.S. Revolving Credit Commitment or an Alternative Revolving Credit Commitment, as the context may require.

"Committed Loan Notice" means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

"Compensation Period" has the meaning specified in Section 2.12(b)(ii).

"Compliance Certificate" means a certificate substantially in the form of Exhibit D.

"Consolidated EBIT" means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period plus (a) the following to the extent deducted in calculating such Consolidated Net Income (without duplication): (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income taxes payable, (iii) unusual

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or non-recurring or restructuring cash charges in the aggregate amount not to exceed $10,000,000 in any Measurement Period, (iv) transaction expenses incurred or payable in connection with the Transaction in an aggregate amount not to exceed $20,000,000 to the extent permitted hereunder, (v) any costs and expenses incurred in connection with Dispositions made pursuant to Section 7.05(j) (whether or not consummated) and cash expenses resulting from obligations under any Swap Contract incurred on or prior to such Disposition, (vi) cash expenses resulting from obligations under any Swap Contract incurred on or prior to the Closing Date in connection with the Transactions and (viii) all other non-cash charges (excluding depreciation and amortization expenses) of the Borrower and its Subsidiaries for such period (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period); provided, however, that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated EBIT in the period when such payments are made minus (b) to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits, (ii) interest income, (iii) any income with respect to a gain from any Disposition referred to in clause (a)(vi) above and (iv) income from discontinued operations, (iv) unusual or non-recurring cash gains, and (c) all other non-cash gains (excluding any items that represent the reversal of any accrual of or cash reserve for anticipated cash charges in any prior period that are described in the parenthetical to clause (a)(viii) above). Notwithstanding the foregoing, Consolidated EBIT for the fiscal quarters ended (i) December 26, 2009 shall be deemed to be $46,754,766, (ii) March 27, 2010 shall be deemed to be $63,805,934, (iii) June 26, 2010 shall be deemed to be $55,985,726 and (iv) September 25, 2010 shall be deemed to be $56,963,054.

"Consolidated EBITDA" means, at any date of determination, Consolidated EBIT plus depreciation and amortization expense of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period. Notwithstanding the foregoing, Consolidated EBITDA for the fiscal quarters ended (i) December 26, 2009 shall be deemed to be $65,961,288, (ii) March 27, 2010 shall be deemed to be $84,240,953, (iii) June 26, 2010 shall be deemed to be $79,333,863 and (iv) September 25, 2010 shall be deemed to be $82,842,720.

"Consolidated Funded Indebtedness" means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby (to the extent of amounts outstanding and unreimbursed for more than 10 days) and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) all Attributable Indebtedness, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, except to the extent the Borrower's or such Subsidiary's liability for such Indebtedness is otherwise limited.

"Consolidated Interest Charges" means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP and the imputed interest component of Synthetic Debt or Synthetic Lease Obligations and (c) annual agency fees paid to the Administrative Agent, in each case, of or by the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period. Notwithstanding the foregoing, Consolidated Interest Charges for the fiscal quarters ended (i) December 26, 2009 shall be deemed to be $10,800,000, (ii) March 27, 2010 shall be deemed to be $10,800,000, (iii) June 26, 2010 shall be deemed to be $12,386,264, (iv) September 25, 2010 shall be deemed to be $13,080,998 and (v) December 25, 2010 shall be deemed to be $13,588,500.

"Consolidated Interest Coverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated EBIT to (b) Consolidated Interest Charges paid in cash, in each case, of or by the Borrower and its Subsidiaries

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on a consolidated basis for the most recently completed Measurement Period; provided that such Consolidated Interest Coverage Ratio shall be determined on a Pro Forma Basis.

"Consolidated Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that such Consolidated Leverage Ratio shall be determined on a Pro Forma Basis.

"Consolidated Net Income" means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the cumulative effect of a change in accounting principle(s) during such period, (c) any net after-tax gains or losses realized upon the Disposition of assets outside the ordinary course of business (including any gain or loss realized upon the Disposition of any Equity Interests of any Person) and any net gains or losses on disposed, abandoned and discontinued operations (including in connection with any disposal thereof) and any accretion or accrual of discounted liabilities, (d) any net gain or loss resulting from currency translation gains or losses related to currency remeasurements of Indebtedness and (e) any net unrealized gains and losses resulting from obligations under Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate or currency risk and the application of Statement of Financial Accounting Standards No. 133.

"Consolidated Net Tangible Assets" means, as of any date of determination, the amount that, in accordance with GAAP, would be set forth under the caption "Total Assets" (or any like caption) on a consolidated balance sheet of such Person and its Subsidiaries, as of the end of the most recently completed fiscal quarter for which internal financial statements are available, less (i) all intangible assets, including goodwill, organization costs, intellectual property and research and development costs and (ii) any other identifiable intangibles.

"Consolidated Working Capital" means, as at any date of determination, the excess of (x) consolidated current assets (other than cash, deferred income taxes and Cash Equivalents) of the Borrower and its Subsidiaries over (y) the consolidated current liabilities of the Borrower and its Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness, (b) outstanding Revolving Credit Loans and U.S. Swing Line Loans (c) the current portion of interest, (d) the current portion of any Capitalized Leases, (e) the current portion of current and deferred income taxes, (f) liabilities in respect of unpaid earn-outs, (g) the current portion of any other long-term liabilities and (h) liabilities associated with customer prepayments and deposits.

"Consolidated Working Capital Adjustment" means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period; provided, that there shall be excluded the effect of reclassification during such period of current assets to long term assets and current liabilities to long term liabilities, the effect of any Disposition or acquisition during such period, and the application of purchase accounting.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

"Credit Extension" means each of the following: (a) a Borrowing and (b) an U.S. L/C Credit Extension.

"Debtor Relief Laws" means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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"Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

"Default Rate" means (a) when used with respect to Obligations other than U.S. Letter of Credit Fees, an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to U.S. Letter of Credit Fees, a rate equal to the Applicable Rate for Loans that are Eurodollar Rate Loans plus 2% per annum.

"Defaulting Lender" means, subject to Section 2.16(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of U.S. Letters of Credit or U.S. Swing Line Loans, within three Business Days of the date required to be funded by it hereunder (absent a good faith dispute), (b) has notified the Borrower, or the Administrative Agent or any Lender, or has stated publicly, that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (absent a good faith dispute), (c) has failed, within three Business Days after request by the Administrative Agent (made on a good faith belief that such Lender will not meet its obligations hereunder), to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

"Designated Equity Proceeds" means (x) the aggregate amount of Net Cash Proceeds received by the Borrower from an equity issuance that constitutes an Excluded Issuance pursuant to clause (a) of such defined term minus (y) the sum, without duplication, of:

(i) the aggregate amount of any Investments made by the Borrower or any Subsidiary of the Borrower pursuant to Section 7.03(h)(ii);

(ii) the aggregate amount of any Restricted Payments made by the Borrower or any Subsidiary of the Borrower pursuant to Section 7.06(e);

(iii) the aggregate amount of any Capital Expenditure made by the Borrower or any Subsidiary of the Borrower pursuant to Section 7.12; and

(iv) the aggregate amount of prepayments, repurchases, redemptions and defeasances made by the Borrower or any Subsidiary of the Borrower pursuant to Section 7.15(ii)(y).

"Disposition" or "Dispose" means the sale, transfer, license, lease or other disposition (including any sale-leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

"Dollar" and "$" mean lawful money of the United States.

"Dollar Equivalent" means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the U.S. L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

"Domestic Subsidiary" means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

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"Economic Sanctions Laws" means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to a Loan Party, its Subsidiaries or Affiliates relating to economic sanctions and terrorism financing, including any applicable provisions of the Trading with the Enemy Act (50 U.S.C. App. §§ 5(b) and 16, as amended), the International Emergency Economic Powers Act, (50 U.S.C. §§ 1701-1706, as amended) and Executive Order 13224 (effective September 24, 2001), as amended.

"Eligible Assignee" means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

"Embargoed Person" means any party that (i) is publicly identified on the most current list of "Specially Designated Nationals and Blocked Persons" published by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") or (ii) resides, is organized or chartered, or has a place of business in a country or territory that is the subject of OFAC sanctions programs.

"EMU Legislation" means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

"Environment" means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna.

"Environmental Laws" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, common law, agreements or governmental restrictions relating to pollution or the protection of the Environment or of human health (to the extent related to exposure to Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Environmental Permit" means any permit, approval, identification number, license or other authorization required under any Environmental Law.

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

"Equity Investors" means Robert P. Stiller, Luigi Lavazza S.p.A and any other Strategic Investor.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

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"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041(c) or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; or (i) a failure by any Loan Party or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by any Loan Party or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

"Euro" and "EUR" mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

"Eurodollar Rate" means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, other than a Eurodollar Rate Loan for which the LIBOR Daily Floating Rate Option has been exercised, the rate per annum equal to (i) the British Bankers Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at such time for any reason, then the "Eurodollar Rate" for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America's London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank eurodollar market for such currency at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America's London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination

; provided that, in the case of Term B Loans, the Eurodollar Rate shall be deemed not to be less than 1.50% per annum.

Notwithstanding the foregoing, for any Eurodollar Rate Loan for which the LIBOR Daily Floating Rate Option has been exercised, the "Eurodollar Rate" means the LIBOR Daily Floating Rate.

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"Eurodollar Rate Loan" means a Revolving Credit Loan, a Term A Loan or a Term B Loan that bears interest at a rate based on the Eurodollar Rate. Eurodollar Rate Loans may be denominated in Dollars or in an Alternative Currency. All Revolving Credit Loans denominated in an Alternative Currency must be Eurodollar Rate Loans.

"Event of Default" has the meaning specified in Section 8.01.

"Excess Cash Flow" means, for any fiscal year of the Borrower commencing with the fiscal year ended September 29, 2012, without duplication, the excess (if any) of (a) Consolidated EBITDA for such fiscal year over (b) the sum (for such fiscal year) of (i) Consolidated Interest Charges actually paid in cash by the Borrower and its Subsidiaries, (ii) scheduled principal repayments, to the extent actually made, of Term Loans pursuant to Section 2.07 and all other long-term Indebtedness of a Loan Party (excluding any revolving credit facility), in each case, from internally generated funds, (iii) all income taxes actually paid in cash by the Borrower and its Subsidiaries, (iv) Capital Expenditures and Permitted Acquisitions actually made by the Borrower and its Subsidiaries in such fiscal year from internally generated funds, (v) the Consolidated Working Capital Adjustment for such period, and (vi) cash costs and expenses incurred in connection with any Disposition made pursuant to Section 7.05(j) and Section 7.05(g) (and the Swap Contract related expenses related thereto) and added back to Consolidated EBIT during such period.

"Excess Cash Flow Percentage" means, for any fiscal year, 50%; provided that the Excess Cash Flow Percentage shall be reduced to 25% if the Consolidated Leverage Ratio as of the last day of such fiscal year is equal to or less than 3.00 to 1.00 and reduced further to 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is equal to or less than 2.50 to 1.00.

"Excluded Issuance" by any Person means (a) an issuance and sale of an Equity Interest for cash in such Person to an Equity Investor or any cash contribution to the common Equity Interest of the Borrower, in each case so long as the proceeds therefrom have been designated substantially concurrently therewith by the Borrower as "Designated Equity Proceeds", (b) an issuance of shares of capital stock of (or other ownership or profit interests in) such Person upon the exercise of warrants, options or other rights for the purchase of such capital stock (or other ownership or profit interest) or (c) an issuance of shares pursuant to any stock option plan or employee benefit plan.

"Excluded Property" has the meaning assigned to such term in the Security Agreement.

"Excluded Subsidiary" means (a) any Foreign Subsidiary of the Borrower, (b) any Domestic Subsidiary (x) that is treated as a disregarded entity for U.S. federal income tax purposes and (y) substantially all of the assets of which consist of Equity Interests of Foreign Subsidiaries, (c) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a CFC and (d) any Immaterial Subsidiary.

"Excluded Taxes" means, with respect to any Agent, any Lender, the U.S. L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Documents, (a) taxes imposed on or measured by its net income (however denominated), and franchise or similar taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of such recipient being organized or having its principal office in such jurisdiction or, in the case of any Lender, in having its applicable Lending Office in such jurisdiction, or as a result of doing business in or having another connection with such jurisdiction (other than a business or connection arising from any Loan Document or any transactions contemplated thereunder), (b) any taxes in the nature of the branch profits tax within the meaning of Section 884(a) of the Code imposed by any jurisdiction described in clause (a), (c) other than an assignee pursuant to a request by the Borrower under Section 10.13, any United States federal tax required to be withheld that is imposed on amounts payable to such Person pursuant to any Laws in effect at the time such Person becomes a party hereto (or designates a new Lending Office), except to the extent that such Person (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from any Loan Party with respect to such withholding tax pursuant to subsections 3.01(a)(ii) or (c), (d) any withholding tax that is attributable to such Person's failure to comply with subsection 3.01(e) hereto, and (e) any United States federal withholding tax imposed pursuant to FATCA.

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"Existing Letters of Credit" means the letters of credit set forth on Schedule 1.01.

"Existing Credit Agreements" means the Green Mountain Credit Agreement, the Van Houtte First Lien Credit Agreement and the Van Houtte Second Lien Credit Agreement.

"Extraordinary Receipt" means any cash received by or paid to or for the account of any Person from proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), indemnity or condemnation awards, in each case, in respect of any equipment, assets or property (including any improvements thereon) to replace or repair such equipment, assets or property.

"Facility" means the Term A Facility, the Term B Facility, the U.S. Revolving Credit Facility or the Alternative Revolving Credit Facility, as the context may require.

"FASB ASC" means the Accounting Standards Codification of the Financial Accounting Standards Board.

"FATCA" means Sections 1471 through 1474 of the Code, as in effect on the date hereof, and any applicable Treasury Regulation promulgated thereunder or published administrative guidance implementing such Sections, whether in existence on the Closing Date or promulgated or published thereafter.

"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

"Fee Letter" means the letter agreement, dated September 14, 2010, among the Borrower, the Administrative Agent and the Arrangers.

"Filter Fresh Business" means the U.S. coffee services business of the Acquired Business.

"Flood Insurance Laws" means, collectively, (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994 and (iv) the Flood Insurance Reform Act of 2004, or, in each case, any successor statute thereto.

"Foreign Government Scheme or Arrangement" has the meaning specified in Section 5.12(e).

"Foreign Plan" has the meaning specified in Section 5.12(e).

"Foreign Subsidiary" means any Subsidiary of the Borrower that is not a Domestic Subsidiary.

"FRB" means the Board of Governors of the Federal Reserve System of the United States.

"Fronting Exposure" means, at any time there is a Defaulting Lender, (a) with respect to the U.S. L/C Issuer, such Defaulting Lender's Applicable Percentage of the outstanding U.S. L/C Obligations other than U.S. L/C Obligations as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the U.S. Swing Ling Lender, such Defaulting Lender's Applicable Percentage of U.S. Swing Line Loans other than U.S. Swing Line Loans as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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"Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

"Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

"Green Mountain Credit Agreement" means that certain Amended and Restated Revolving Credit Agreement dated as of December 3, 2007 by and among the Borrower, the guarantors party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and the other agents named therein.

"Guarantee" means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term "Guarantee" as a verb has a corresponding meaning.

"Guarantors" means, collectively, the Subsidiaries of the Borrower listed on Schedule 6.12 and each other Subsidiary of the Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12 (which for the avoidance of doubt, shall not include any Excluded Subsidiary).

"Guaranty" means, collectively, the Guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit F, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12.

"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances or wastes, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

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"Hedge Bank" means any Person that, at the time it enters into an interest rate, foreign exchange rate or commodity price Swap Contract required or permitted under Article VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract.

"Honor Date" has the meaning assigned to such term in Section 2.03(c)(i).

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Immaterial Subsidiary" means each Subsidiary designated in writing by the Borrower to the Administrative Agent as an Immaterial Subsidiary, that, as of the last day of the fiscal year of the Borrower most recently ended, had revenues and total assets for such year in an amount that is less than 5% of the consolidated revenues or total assets, as applicable, of the Borrower and its Subsidiaries for such year; provided that all such Immaterial Subsidiaries, taken together, as of the last day of the fiscal year of the Borrower most recently ended, shall not have revenues or total assets for such year in an amount that is equal to or greater than 5% of the consolidated revenues or total assets, as applicable, of the Borrower and its Subsidiaries for such year. Any Subsidiary that executes a Guaranty of the Obligations shall not be deemed an Immaterial Subsidiary and shall be excluded from the calculations above.

"Increase Effective Date" has the meaning assigned to such term in Section 2.14(a).

"Increase Joinder" has the meaning assigned to such term in Section 2.14(c).

"Incremental Commitments" means Incremental Revolving Commitments and/or the Incremental Term Commitments.

"Incremental Loans" means Incremental Term Loans and Loans made pursuant to Incremental Revolving Commitments.

"Incremental Revolving Commitment" has the meaning assigned to such term in Section 2.14(a).

"Incremental Term Commitments" has the meaning assigned to such term in Section 2.14(a).

"Incremental Term Loan Maturity Date" has the meaning assigned to such term in Section 2.14(c).

"Incremental Term Loans" means any loans made pursuant to any Incremental Term Commitments.

"Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation appears in the liabilities section of the balance sheet of such Person);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title

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retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent the Borrower's or such Subsidiary's liability for such Indebtedness is otherwise limited. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

"Indemnified Taxes" means all Taxes other than (1) Excluded Taxes, (2) Other Taxes and (3) Assignment Taxes excluded from Other Taxes pursuant to the definition thereof.

"Indemnitees" has the meaning specified in Section 10.04(b).

"Information" has the meaning specified in Section 10.07.

"Information Memorandum" means the information memorandum dated October 2010 used by the Arrangers in connection with the syndication of the Commitments.

"Intellectual Property Security Agreement" has the meaning specified in Section 6.12(a).

"Interest Payment Date" means, (a) as to any Eurodollar Rate Loan other than a Eurodollar Rate Loan for which the LIBOR Daily Floating Rate Option has been exercised, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, U.S. Swing Line Loan or any Eurodollar Rate Loan for which the LIBOR Daily Floating Rate Option has been exercised, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with each U.S. Swing Line Loan being deemed made under the U.S. Revolving Credit Facility for purposes of this definition).

"Interest Period" means, as to each Eurodollar Rate Loan other than a Eurodollar Rate Loan for which the LIBOR Daily Floating Rate Option has been exercised, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice or, in the case of the Term A Facility and the Revolving Credit Facilities, such other period that is nine or twelve months requested by the Borrower and consented to by all the Appropriate Lenders; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

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Notwithstanding the foregoing, the "Interest Period" for any Eurodollar Rate Loan for which the LIBOR Daily Floating Rate Option has been exercised means the one day period commencing on the date such Eurodollar Rate Loan is disbursed and ending on that same date, as may be selected by Borrower in accordance with Section 2.02, and each one day period thereafter while such Eurodollar Rate Loan remains outstanding.

"Investment" means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, net of any return representing a return of capital with respect to such Investment that has been repaid in cash (to the extent such amount does not exceed the original Investment).

"IP Rights" has the meaning specified in Section 5.17.

"ISP" means, with respect to any U.S. Letter of Credit, the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

"Issuer Documents" means with respect to any U.S. Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the U.S. L/C Issuer and the Borrower (or any Subsidiary) or in favor of such U.S. L/C Issuer and relating to such U.S. Letter of Credit.

"Judgment Currency" has the meaning specified in Section 10.19.

"Laws" means, collectively, all applicable international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, certifications, authorizations and permits of, and agreements with, any Governmental Authority, including but not limited to the United States Department of Agriculture and the Canadian Food Inspection Agency, in each case whether or not having the force of law.

"Lender" has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the U.S. Swing Line Lender.

"Lending Office" means, as to any Lender, the office or offices of such Lender described as such in such Lender's Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

"Letter of Credit Application" means an application and agreement for the issuance or amendment of a U.S. Letter of Credit substantially in the form from time to time in use by the U.S. L/C Issuer.

"Letter of Credit Expiration Date" means the day that is seven days prior to the Maturity Date then in effect for the U.S. Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

"LIBOR Daily Floating Rate" means on any date, the rate per annum equal to (i) BBA LIBOR, as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to such date, for deposits in Dollars being delivered in the London interbank eurodollar market

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for a term of one month commencing that day or (ii) if such rate is not available at such time for any reason, then the "LIBOR Daily Floating Rate" for such day shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on such day in same day funds in the approximate amount of the Loan being made, continued or converted by Bank of America at the LIBOR Daily Floating Rate for a term of one month commencing that day would be offered by Bank of America's London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank eurodollar market for such currency at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the such date.

"LIBOR Daily Floating Rate Option" has the meaning specified in Section 2.02.

"Lien" means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance on title to real property, lien (statutory or other), charge, or similar preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

"Loan" means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a U.S. Swing Line Loan.

"Loan Documents" means, collectively, (a) this Agreement, (b) the Notes, (c) any agreement creating or perfecting rights in cash collateral pursuant to the provisions of Section 2.15 of this Agreement, (d) the Guaranty, (e) the Collateral Documents, (f) the Fee Letter, and (g) each Issuer Document.

"Loan Parties" means, collectively, the Borrower and each Guarantor.

"London Banking Day" means any day on which dealings in Dollar deposits or Alternative Currency deposits, as applicable, are conducted by and between banks in the London interbank eurodollar market.

"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent under the Loan Documents, or of the ability of the Loan Parties to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties of the Loan Documents.

"Material Real Property" means fee owned real property and leasehold interests, in each case, located in the United States and with a fair market value in excess of $5,000,000 (provided that, if a mortgage tax will be owed on the entire amount of the Indebtedness evidenced hereby, then the amount secured by the Mortgage on any such Material Real Property shall be limited to the fair market value of such property at the time the Mortgage is entered into (plus a reasonable amount for appreciation) but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value).

"Maturity Date" means (a) with respect to each Revolving Credit Facility, the date that is the five years after the Closing Date, (b) with respect to the Term A Facility, the date that is five years after the Closing Date, and (c) with respect to the Term B Facility, the date that is six years after the Closing Date; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

"Maximum Rate" has the meaning specified in Section 10.09.

"Measurement Period" means, at any date of determination, the most recently completed four fiscal quarters of the Borrower.

"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

"Mortgage" has the meaning specified in Section 6.12(b).

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"Mortgage Policy" has the meaning specified in Section 6.12(b)(iii).

"Mortgaged Property" means any real property for which a Mortgage is delivered pursuant to Section 6.12.

"Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or to which any Loan Party or any ERISA Affiliate has liability.

"Multiple Employer Plan" means a Plan which has two or more contributing sponsors (including any Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

"Net Cash Proceeds" means:

(a) with respect to any Disposition by any Loan Party or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of any Loan Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), together with any applicable premium, penalty, interest and breakage costs, (B) the reasonable and customary out-of-pocket cash expenses (including attorneys' fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes (including sales taxes, Canadian GST and similar taxes), deed or mortgage recording taxes, other customary expenses and brokerage, consultant or other customary fees) incurred by such Loan Party or such Subsidiary in connection with such transaction and (C) income taxes paid in cash or reasonably estimated to be actually payable in cash within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith (including, in the case of a Disposition of the Equity Interests of Van Houtte USA Holdings Inc. by a Loan Party, any income taxes imposed on the Loan Parties (as a result of Sections 311(b) and 951(a) of the Code) on the distribution of such Equity Interests from a Foreign Subsidiary to a Loan Party in anticipation of such Disposition) and, where the Disposition is made by a Foreign Subsidiary, any other incremental cash taxes attributable to repatriating/repaying such proceeds to a Loan Party; and

(b) with respect to the sale or issuance of any of its Equity Interest by any Loan Party or any of its Subsidiaries, or the incurrence or issuance of any Indebtedness by any Loan Party or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party or such Subsidiary in connection therewith.

"Non-Consenting Lender" has the meaning specified in Section 10.01.

"Non-Extension Notice Date" has the meaning specified in Section 2.03(b)(iii).

"Note" means a Term A Note, a Term B Note or a Revolving Credit Note, as the context may require.

"NPL" means the National Priorities List under CERCLA.

"Participating Member State" means each state so described in any EMU Legislation.

"Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, U.S. Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any

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proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

"OFAC" has the meaning set forth in the definition of "Embargoed Person."

"OID" has the meaning specified in Section 2.14(b)(vii).

"Organization Documents" means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

"Other Taxes" means any and all present or future stamp or documentary Taxes or any other excise, property or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, other than any such Taxes imposed on an assignment of, or grant of a participation in, an interest in a Loan or Letter of Credit ("Assignment Taxes"), but only to the extent such Assignment Taxes are imposed as a result of a connection between the assignor/participating Lender or assignee/participant (as applicable) and the jurisdiction imposing such Assignment Taxes other than a connection arising from any Loan Document or any transactions contemplated thereunder.

"Outstanding Amount" means (a) with respect to Term Loans, Revolving Credit Loans and U.S. Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and U.S. Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any U.S. L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such U.S. L/C Obligations on such date after giving effect to any U.S. L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the U.S. L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

"Overnight Rate" means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the U.S. L/C Issuer or the U.S. Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

"Participant" has the meaning specified in Section 10.06(d).

"PBGC" means the Pension Benefit Guaranty Corporation.

"Pension Act" means the Pension Protection Act of 2006.

"Pension Funding Rules" means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

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"Pension Plan" means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Loan Party and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

"Permitted Acquisition" has the meaning specified in Section 7.03(g).

"Permitted Encumbrances" means Liens of the type described in clauses (a), (c), (d), (g), (j), (m) and (n) of Section 7.01 and such Liens as identified on the Mortgage Policy applicable to such property and acceptable to the Administrative Agent.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

"Plan" means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Loan Party or any ERISA Affiliate or any such Plan to which any Loan Party or any ERISA Affiliate is required to contribute on behalf of any of its employees.

"Platform" has the meaning specified in Section 6.02.

"Pro Forma Basis" means, as to any Person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation will give pro forma effect to such events as if such events occurred on the first day of the Measurement Period: (i) in making any determination of Consolidated EBITDA or Consolidated EBIT, effect shall be given to any Dispositions or Permitted Acquisition or the Acquisition, in each case that occurred during the Measurement Period (or, in the case of determinations made pursuant to Section 7.02, 7.03, 7.04, 7.05, 7.06, 7.11 or 7.15, occurring during the Measurement Period or thereafter and through and including the date upon which the respective Permitted Acquisition or relevant transaction is consummated) and (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Measurement Period (or, in the case of determinations made pursuant to Section 7.02, 7.03, 7.04, 7.05, 7.06, 7.11 or 7.15, occurring during the Measurement Period or thereafter and through and including the date upon which the respective Permitted Acquisition or relevant transaction is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid on the last day of the applicable Measurement Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the first day of the applicable Measurement Period), (y) the interest expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods (taking into account any Swap Contract applicable to the Indebtedness if the Swap Contract has a remaining term of at least 12 months).

Pro forma calculations made pursuant to the definition of the term "Pro Forma Basis" shall be determined in good faith by a Responsible Officer of the Borrower in accordance with GAAP and Regulation S-X promulgated under the Securities Act of 1933, as amended or otherwise in express compliance with this definition and the definition of the financial metric being calculated and may include adjustments to give appropriate effect to transactional cost and expenses incurred in connection with Permitted Acquisitions in an amount not to exceed $10,000,000. The Borrower shall deliver to the Administrative Agent a certificate of a financial officer of the Borrower setting forth calculations of any such pro forma adjustments supporting them in reasonable detail.

Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio solely for the purposes of Section 2.05(b)(i) and Section 7.11 (in the case of actual quarterly and annual compliance), the events described above that occurred subsequent to the end of the Measurement Period shall not be given pro forma effect.

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Any pro forma calculation required at any time prior to December 25, 2010, shall be made assuming that compliance with the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio set forth in Section 7.11 for the Measurement Period ending on December 25, 2010, is required with respect to the most recent Measurement Period prior to such time.

"Public Lender" has the meaning specified in Section 6.02.

"Purchase Agreement" has the meaning specified in the Preliminary Statements.

"Qualified Securitization Financing" means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (a) the board of directors of the Borrower shall have determined in good faith that such Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary, (b) all sales and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower) and (c) the financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Undertakings, shall be market terms (as determined in good faith by the Borrower). The grant of a security interest in any Securitization Assets of the Borrower or any of its Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing.

"Register" has the meaning specified in Section 10.06(c).

"Related Documents" means the Purchase Agreement and any alterations, amendments, changes, supplements, consents or waivers thereof.

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person's Affiliates.

"Release" means any release, emitting, escaping, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.

"Remediation Plan" has the meaning specified in Section 6.14.

"Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

"Repricing Transaction" means the refinancing or repricing by Borrower of any of the Term B Loans under this Agreement (x) with the proceeds of any new or additional term loans or (y) in connection with any amendment to this Agreement, in either case, (i) having or resulting in an effective interest rate or weighted average yield (to be determined by the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins, interest rate floors, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof and without taking into account any fluctuations in the Eurodollar Rate) as of the date of such refinancing that is, or could be by the express terms of such Indebtedness (and not by virtue of any fluctuation in the Eurodollar Rate or Base Rate), less than the Applicable Rate for, or weighted average yield of (to be determined by the Administrative Agent consistent with generally accepted financial practices, on the same basis as above) such Term B Loans as of the date of such repricing and (ii) in the case of a refinancing of the applicable Term B Loans, the proceeds of which are used to repay, in whole or in part, principal of such outstanding Term B Loans.

"Request for Credit Extension" means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to U.S. L/C Credit Extensions, a Letter of Credit Application, and (c) with respect to U.S. Swing Line Loans, a U.S. Swing Line Loan Notice.

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"Required Lenders" means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender's risk participation and funded participation in U.S. L/C Obligations and U.S. Swing Line Loans being deemed "held" by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

"Required Revolving Lenders" means, as applicable, the U.S. Required Revolving Lenders and/or the Alternative Required Revolving Lenders.

"Required Term A Lenders" means, as of any date of determination, Term A Lenders holding more than 50% of the Term A Facility on such date; provided that the portion of the Term A Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A Lenders.

"Required Term B Lenders" means, as of any date of determination, Term B Lenders holding more than 50% of the Term B Facility on such date; provided that the portion of the Term B Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term B Lenders.

"Responsible Officer" means the chief executive officer, president, chief financial officer, general counsel, treasurer, assistant treasurer or controller (or other similar officer) of a Loan Party and, solely for purposes of the delivery of documents pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

"Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person's stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

"Revaluation Date" means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurodollar Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurodollar Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require; and (b) with respect to any U.S. Letter of Credit, each of the following: (i) each date of issuance of an U.S. Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such U.S. Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the U.S. L/C Issuer under any U.S. Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the U.S. L/C Issuer shall reasonably determine or the Required Lenders shall reasonably require.

"Revolving Credit Borrowing" means, as applicable, the U.S. Revolving Credit Borrowing and/or the Alternative Revolving Credit Borrowing.

"Revolving Credit Commitment" means, as applicable, the U.S. Revolving Credit Commitment and/or the Alternative Revolving Credit Commitment.

"Revolving Credit Facilities" means, as applicable, the U.S. Revolving Credit Facility and/or the Alternative Revolving Credit Facility.

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"Revolving Credit Lender" means, as applicable, the U.S. Revolving Credit Lenders and/or the Alternative Revolving Credit Lenders.

"Revolving Credit Loans" means, as applicable, the U.S. Revolving Credit Loans and/or the Alternative Revolving Credit Loans.

"Revolving Credit Note" means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or U.S. Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2.

"Same Day Funds" means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the U.S. L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

"SEC" means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

"Secured Cash Management Agreement" means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

"Secured Hedge Agreement" means any Swap Contract required or permitted under Article VI or VII that is entered into by and between any Loan Party and any Hedge Bank.

"Secured Parties" means, collectively, the Administrative Agent, the Lenders, the U.S. L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

"Securities Collateral" has the meaning assigned to such term in the Security Agreement.

"Securitization Assets" means the accounts receivable and any royalty or other revenue streams and any other rights to payment subject to a Qualified Securitization Financing in respect thereof and the proceeds thereof; provided, however, that Securitization Assets shall be limited to 50% of accounts receivable at any time outstanding.

"Securitization Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Financing.

"Securitization Financing" means any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets.

"Securitization Repurchase Obligation" means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization

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Undertaking, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

"Securitization Subsidiary" means a wholly-owned Subsidiary of the Borrower (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Borrower or any Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower transfers Securitization Assets and related assets) that engages in no activities other than in connection with the financing of Securitization Assets of the Borrower or its Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of the Borrower or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower or any Subsidiary of the Borrower, other than another Securitization Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any Subsidiary of the Borrower, other than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Borrower or any Subsidiary of the Borrower, other than another Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of the Borrower or any Subsidiary of the Borrower, other than another Securitization Subsidiary, has any material contract, agreement, arrangement or understanding other than on terms which the Borrower reasonably believes to be no less favorable to the Borrower or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower and (c) to which none of the Borrower or any Subsidiary of the Borrower, other than another Securitization Subsidiary, has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the board of directors of the Borrower or such other Person shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the board of directors of the Borrower or such other Person giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.

"Security Agreement" has the meaning specified in Section 4.01(a)(iii).

"Security Agreement Supplement" has the meaning assigned to such term in the Security Agreement.

"Solvent" and "Solvency" mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"Spot Rate" for a currency means the rate determined by the Administrative Agent or the U.S. L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the U.S. L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the U.S. L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided, further, that the U.S. L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any U.S. Letter of Credit denominated in an Alternative Currency.

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"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that the Borrower has determined in good faith to be customary in a Securitization Financing.

"Strategic Investor" means a Person with whom the Borrower has entered into a written agreement to issue its Equity Interests based on a good faith determination by the board of directors of the Borrower that such investment has strategic value for the Borrower and its Subsidiaries and their business as conducted and contemplated which is not inconsistent with Section 7.07 hereof.

"Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

"Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, and securities lending and borrowing agreements, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

"Swap Termination Value" means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

"Swing Line Loan Notice" means a notice of a U.S. Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

"Synthetic Debt" means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of "Indebtedness" or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

"Synthetic Lease Obligation" means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale-leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Term A Borrowing" means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a).

"Term A Commitment" means, as to each Term A Lender, its obligation to make Term A Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lender's name on Schedule 2.01 under the caption "Term A Commitment," opposite such caption in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto or on an Increase Joinder pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

"Term A Facility" means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term A Commitments at such time and (b) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time.

"Term A Lender" means (a) at any time on or prior to the Closing Date, any Lender that has a Term A Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term A Loans at such time.

"Term A Loan" means an advance made by any Term A Lender under the Term A Facility.

"Term A Note" means a promissory note made by the Borrower in favor of a Term A Lender evidencing Term A Loans made by such Term A Lender, substantially in the form of Exhibit C-1.

"Term B Borrowing" means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(b).

"Term B Commitment" means, as to each Term B Lender, its obligation to make Term B Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01 under the caption "Term B Commitment," opposite such caption in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto or on an Increase Joinder pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

"Term B Facility" means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term B Commitments at such time and (b) thereafter, the aggregate principal amount of the Term B Loans of all Term B Lenders outstanding at such time.

"Term B Lender" means at any time, (a) on or prior to the Closing Date, any Lender that has a Term B Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term B Loans at such time.

"Term B Loan" means an advance made by any Term B Lender under the Term B Facility.

"Term B Note" means a promissory note made by the Borrower in favor of a Term B Lender, evidencing Term B Loans made by such Term B Lender, substantially in the form of Exhibit C-1.

"Term Borrowing" means either a Term A Borrowing or a Term B Borrowing.

"Term Commitment" means either a Term A Commitment or a Term B Commitment.

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"Term Facilities" means, at any time, the Term A Facility and the Term B Facility.

"Term Loan" means a Term A Loan or a Term B Loan.

"Threshold Amount" means $15,000,000.

"Total Alternative Revolving Credit Outstandings" means the aggregate Outstanding Amount of all Alternative Revolving Credit Loans.

"Total Outstandings" means the aggregate Outstanding Amount of all Loans and all U.S. L/C Obligations.

"Total U.S. Revolving Credit Outstandings" means the aggregate Outstanding Amount of all U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Obligations.

"Transaction" means, collectively, (a) the Acquisition, (b) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents and the Related Documents to which they are parties, (c) the refinancing of certain outstanding Indebtedness of the Borrower, the Acquired Business and each of their Subsidiaries and the termination of all commitments with respect thereto, including the Existing Credit Agreements and (d) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

"Type" means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan, and, if a Eurodollar Rate Loan, its further character as a Eurodollar Rate Loan for which the LIBOR Daily Floating Rate Option has been exercised, if applicable.

"UCC" means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

"United States" and "U.S." mean the United States of America.

"United States Tax Compliance Certificate" has the meaning specified in Section 3.01(e).

"Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

"U.S. L/C Advance" means, with respect to each U.S. Revolving Credit Lender, such Lender's funding of its participation in any U.S. L/C Borrowing in accordance with its Applicable U.S. Revolving Credit Percentage. All U.S. L/C Advances shall be denominated in Dollars.

"U.S. L/C Borrowing" means an extension of credit resulting from a drawing under any U.S. Letter of Credit which has not been reimbursed on the date when made or refinanced as a U.S. Revolving Credit Borrowing.

"U.S. L/C Credit Extension" means, with respect to any U.S. Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

"U.S. L/C Issuer" means Bank of America in its capacity as issuer of U.S. Letters of Credit hereunder, or any successor issuer of U.S. Letters of Credit hereunder.

"U.S. L/C Obligations" means, as at any date of determination, the aggregate amount available to be drawn under all outstanding U.S. Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all U.S. L/C Borrowings. For purposes of computing the amount available to be drawn under any U.S. Letter of Credit, the amount of such U.S. Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any date of determination a U.S. Letter of Credit has expired by its terms but any amount may still

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be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such U.S. Letter of Credit shall be deemed to be "outstanding" in the amount so remaining available to be drawn.

"U.S. Letter of Credit" means any letter of credit issued hereunder under the U.S. Revolving Credit Facility and shall include the Existing Letters of Credit. U.S. Letters of Credit may be issued in Dollars or in Alternative Currency.

"U.S. Letter of Credit Fees" has the meaning specified in Section 2.03(h).

"U.S. Letter of Credit Sublimit" means an amount equal to $50,000,000. The U.S. Letter of Credit Sublimit is part of, and not in addition to, the U.S. Revolving Credit Facility.

"U.S. Required Revolving Lenders" means, as of any date of determination, U.S. Revolving Credit Lenders holding more than 50% of the sum of the (a) Total U.S. Revolving Credit Outstandings (with the aggregate amount of each U.S. Revolving Credit Lender's risk participation and funded participation in U.S. L/C Obligations and U.S. Swing Line Loans being deemed "held" by such U.S. Revolving Credit Lender for purposes of this definition) and (b) aggregate unused U.S. Revolving Credit Commitments; provided that the unused U.S. Revolving Credit Commitment of, and the portion of the Total U.S. Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of U.S. Required Revolving Lenders.

"U.S. Revolving Credit Borrowing" means a borrowing consisting of simultaneous U.S. Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the U.S. Revolving Credit Lenders pursuant to Section 2.01(c).

"U.S. Revolving Credit Commitment" means, as to each U.S. Revolving Credit Lender, its obligation to (a) make U.S. Revolving Credit Loans to the Borrower pursuant to Section 2.01(c), (b) purchase participations in U.S. L/C Obligations, and (c) purchase participations in U.S. Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01 under the caption "U.S. Revolving Credit Commitment", opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or on an Increase Joinder pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

"U.S. Revolving Credit Facility" means, at any time, the aggregate amount of the U.S. Revolving Credit Lenders' U.S. Revolving Credit Commitments at such time.

"U.S. Revolving Credit Lender" means, at any time, any Lender that has a U.S. Revolving Credit Commitment at such time.

"U.S. Revolving Credit Loan" has the meaning specified in Section 2.01(c).

"U.S. Swing Line Borrowing" means a borrowing of a U.S. Swing Line Loan pursuant to Section 2.04.

"U.S. Swing Line Lender" means Bank of America in its capacity as provider of U.S. Swing Line Loans, or any successor swing line lender hereunder.

"U.S. Swing Line Loan" has the meaning specified in Section 2.04(a).

"U.S. Swing Line Sublimit" means an amount equal to the lesser of (a) $25,000,000 and (b) the U.S. Revolving Credit Facility. The U.S. Swing Line Sublimit is part of, and not in addition to, the U.S. Revolving Credit Facility.

"Van Houtte First Lien Credit Agreement" means that certain First Lien Credit and Guaranty Agreement dated as of July 19, 2007 by and among LJVH Holdings Inc., as Canadian Holdings Borrower, Van Houtte Inc., as Canadian Borrower, Van Houtte USA Holding Inc., as U.S. Borrower, the Guarantors party thereto, the Lenders

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party thereto, Credit Suisse, as First Lien Administrative Agent, and Credit Suisse, Toronto Branch, as Canadian Agent.

"Van Houtte Second Lien Credit Agreement" means that certain Second Lien Credit and Guaranty Agreement dated as of July , 2007 by and among LJVH Holdings Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto and Credit Suisse, as Second Lien Administrative Agent.

1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "hereto," "herein," "hereof" and "hereunder," and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding"; and the word "through" means "to and including."

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03. Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470 20 on financial liabilities shall be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP (including conversion to IFRS as described below) would affect the computation of any financial ratio, covenant or other requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio,

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covenant or other requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio made before and after giving effect to such change in GAAP. If the Borrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early-adoption policy, "GAAP" shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under U.S. generally accepted accounting principles).

1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05. Exchange Rates; Currency Equivalents.

(a) The Administrative Agent or the U.S. L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the U.S. L/C Issuer, as applicable.

(b) Wherever in this Agreement in connection with a Revolving Credit Borrowing, conversion, continuation or prepayment of a Eurodollar Rate Loan or the issuance, amendment or extension of an U.S. Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Revolving Credit Borrowing, Eurodollar Rate Loan or U.S. Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the U.S. L/C Issuer, as the case may be.

1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.07. U.S. Letter of Credit Amounts. Unless otherwise specified herein, the amount of an U.S. Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such U.S. Letter of Credit in effect at such time; provided, however, that with respect to any U.S. Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such U.S. Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such U.S. Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.08. Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II and IX) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.08, the "Spot Rate" for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

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1.09. Interpretation Clause (Québec). For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) "personal property" shall be deemed to include "movable property", (b) "real property" shall be deemed to include "immovable property", (c) "tangible property" shall be deemed to include "corporeal property", (d) "intangible property" shall be deemed to include "incorporeal property", (e) "security interest", "mortgage" and "lien" shall be deemed to include a "hypothec", "prior claim" and a resolutory clause, (f) all references to filing, registering or recording under the UCC shall be deemed to include publication under the Civil Code of Québec, (g) all references to "perfection" of or "perfected" liens or security interest shall be deemed to include a reference to an "opposable" or "set up" lien or security interest as against third parties, (h) any "right of offset", "right of setoff" or similar expression shall be deemed to include a "right of compensation", (i) "goods" shall be deemed to include "corporeal movable property" other than chattel paper, documents of title, instruments, money and securities, (j) an "agent" shall be deemed to include a "mandatary", (k) "construction liens" shall be deemed to include "legal hypothecs"; (l) "joint and several" shall be deemed to include solidary; (m) "gross negligence or wilful misconduct" shall be deemed to be "intentional or gross fault"; (n) "beneficial ownership" shall be deemed to include "ownership on behalf of another as mandatary"; (o) "easement" shall be deemed to include servitude; (p) "priority" shall be deemed to include "prior claim"; (q) "survey" shall be deemed to include "certificate of location and plan"; (r) "state" shall be deemed to include "province"; (s) "fee simple title" shall be deemed to include "absolute ownership".

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01. The Loans.

(a) The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan to the Borrower in Dollars on the Closing Date in an amount not to exceed such Term A Lender's Term A Commitment. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b) The Term B Borrowing. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a single loan to the Borrower in Dollars on the Closing Date in an amount not to exceed such Term B Lender's Term B Commitment. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(c) The U.S. Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each U.S. Revolving Credit Lender severally agrees to make loans (each such loan, a "U.S. Revolving Credit Loan") to the Borrower in Dollars from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's U.S. Revolving Credit Commitment; provided, however, that after giving effect to any U.S. Revolving Credit Borrowing, (i) the Total U.S. Revolving Credit Outstandings shall not exceed the U.S. Revolving Credit Facility and (ii) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any Lender, plus such U.S. Revolving Credit Lender's Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. L/C Obligations, plus such U.S. Revolving Credit Lender's Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such U.S. Revolving Credit Lender's U.S. Revolving Credit Commitment. Within the limits of each U.S. Revolving Credit Lender's U.S. Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). U.S. Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

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(d) The Alternative Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Alternative Revolving Credit Lender severally agrees to make loans (each such loan, an "Alternative Revolving Credit Loan") to the Borrower in Dollars or in Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Alternative Revolving Credit Commitment; provided, however, that after giving effect to any Alternative Revolving Credit Borrowing, (i) the Total Alternative Revolving Credit Outstandings shall not exceed the Alternative Revolving Credit Facility and (ii) the aggregate Outstanding Amount of the Alternative Revolving Credit Loans of any Lender shall not exceed such Applicable Revolving Credit Lender's Alternative Revolving Credit Commitment. Within the limits of each Alternative Revolving Credit Lender's Alternative Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(d), prepay under Section 2.05, and reborrow under this Section 2.01(d). Alternative Revolving Credit Loans in Dollars may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Alternative Revolving Credit Loans in Alternative Currencies shall be Eurodollar Rate Loans, as further provided herein.

2.02. Borrowings, Conversions and Continuations of Loans.

(a) Each Term A Borrowing, each Term B Borrowing, each U.S. Revolving Credit Borrowing, each Alternative Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower's irrevocable notice to the Administrative Agent, substantially in the form of a Committed Loan Notice (or any other form reasonably acceptable to the Administrative Agent), which may be given by telephone, facsimile or electronic transmission. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans denominated in Dollars (other than Borrowings of, conversions to or continuations of Eurodollar Rate Loans for which the LIBOR Daily Floating Rate Option has been exercised) or of any conversion of Eurodollar Rate Loans denominated in Dollars (x) to Base Rate Loans or (y) from one Type of Eurodollar Rate Loan to another (i.e. exercise of the LIBOR Daily Floating Rate Option), (ii) four Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans or Borrowings of, conversions to or continuations of Eurodollar Rate Loans for which the LIBOR Daily Floating Rate Option has been exercised; provided, however, that, except in the case of clause 2.02(f), if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period," the applicable notice must be received by the Administrative Agent not later than 11:00 a.m.; (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation, of Eurodollar Rate Loans denominated in Dollars, or (ii) five Business Days prior to the requested date of such Borrowing or continuation of Eurodollar Rate Loans denominated in Alternative Currencies whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to such Appropriate Lenders. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans denominated in Dollars and having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period," or (ii) four Business Days prior to the requested date of such Borrowing or continuation of Eurodollar Rate Loans denominated in Alternative Currencies and having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period," the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of written notice (which may be by facsimile or electronic transmission), substantially in the form of a Committed Loan Notice (or any other form reasonably acceptable to the Administrative Agent). Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or such lesser amount as is required to make a payment pursuant to Section 2.07(a)). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term A Borrowing, a Term B Borrowing, a U.S. Revolving Credit Borrowing, an Alternative Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal

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amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi), if applicable, the currency of the Revolving Credit Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting an Alternative Revolving Credit Borrowing, then the Alternative Revolving Credit Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Alternative Revolving Credit Loans denominated in an Alternative Currency, such Loans shall be continued as Eurodollar Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a U.S. Swing Line Loan may not be converted to a Eurodollar Rate Loan. No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Credit Loan and reborrowed in the other currency.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage under the applicable Facility of the applicable Term A Loans, Term B Loans, U.S. Revolving Credit Loans or Alternative Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans, or continuation of Alternative Revolving Credit Loans denominated in a currency other than Dollars, described in Section 2.02(a). In the case of a Term A Borrowing, a Term B Borrowing, a U.S. Revolving Credit Borrowing or an Alternative Revolving Credit Borrowing denominated in Dollars, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 1:00 p.m. and, in the case of any Alternative Revolving Credit Borrowing denominated in Alternative Currency, not later than the Applicable Time specified by the Administrative Agent, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing denominated in Dollars is given by the Borrower, there are U.S. L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such U.S. L/C Borrowings in Dollars, and second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term A Borrowings, all conversions of Term A Loans from one Type to the other, and all continuations of Term A Loans as the same Type, there shall not be more than 10 Interest Periods

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in effect in respect of the Term A Facility. After giving effect to all Term B Borrowings, all conversions of Term B Loans from one Type to the other, and all continuations of Term B Loans as the same Type, there shall not be more than 10 Interest Periods in effect in respect of the Term B Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than eight Interest Periods in effect in respect of each Revolving Credit Facility.

(f) Notwithstanding anything in this Section 2.02 to the contrary, from the Closing Date through January 20, 2011, the Borrower may request Term A Borrowings or Revolving Credit Borrowings of, conversions to and continuations of Eurodollar Rate Loans in an aggregate principal amount not to exceed $80,000,000 in Dollars at the LIBOR Daily Floating Rate (such option, the "LIBOR Daily Floating Rate Option"), and such LIBOR Daily Floating Rate Option shall continue automatically until the earliest of (i) repayment of such portion of the Loans in full, (ii) written notice from the Borrower or (iii) January 21, 2011.

2.03. U.S. Letters of Credit.

(a) The U.S. Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the U.S. L/C Issuer agrees, in reliance upon the agreements of the U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue U.S. Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend U.S. Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the U.S. Letters of Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in U.S. Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any U.S. L/C Credit Extension with respect to any U.S. Letter of Credit, (I) the Total U.S. Revolving Credit Outstandings shall not exceed the U.S. Revolving Credit Facility, (II) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender, plus such Lender's Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender's Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such Lender's U.S. Revolving Credit Commitment, and (III) the Outstanding Amount of the U.S. L/C Obligations shall not exceed the U.S. Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a U.S. Letter of Credit shall be deemed to be a representation by the Borrower that the U.S. L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain U.S. Letters of Credit shall be fully revolving, and accordingly, the Borrower may, during the foregoing period, obtain U.S. Letters of Credit to replace U.S. Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii) The U.S. L/C Issuer shall not issue any U.S. Letter of Credit if:

(A) subject to Section 2.03(b)(iii), the expiry date of such requested U.S. Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the U.S. Required Revolving Lenders have approved such expiry date; or

(B) the expiry date of such requested U.S. Letter of Credit would occur after the U.S. Letter of Credit Expiration Date, unless (x) all the U.S. Required Revolving Lenders and such U.S. L/C Issuer have approved such expiry date or (y) such U.S. Letter of Credit is cash collateralized on terms and pursuant to arrangements reasonably satisfactory to such U.S. L/C Issuer.

(iii) The U.S. L/C Issuer shall not be under any obligation to issue any U.S. Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such U.S. L/C Issuer from issuing the U.S. Letter of Credit, or any Law

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applicable to such U.S. L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such U.S. L/C Issuer shall prohibit, or request that such U.S. L/C Issuer refrain from, the issuance of letters of credit generally or the U.S. Letter of Credit in particular or shall impose upon such U.S. L/C Issuer with respect to the U.S. Letter of Credit any restriction, reserve or capital requirement (for which such U.S. L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such U.S. L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such U.S. L/C Issuer in good faith deems material to it;

(B) the issuance of such U.S. Letter of Credit would violate one or more policies of such U.S. L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and such U.S. L/C Issuer, such U.S. Letter of Credit is in an initial stated amount less than $100,000 in the case of a standby U.S. Letter of Credit;

(D) except as otherwise agreed by the Administrative Agent and such U.S. L/C Issuer, such U.S. Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such U.S. L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such U.S. L/C Issuer in its sole discretion, with the Borrower or such Lender to eliminate such U.S. L/C Issuer's actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the U.S. Letter of Credit then proposed to be issued or that U.S. Letter of Credit and all other U.S. L/C Obligations as to which such U.S. L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;

(F) such U.S. Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) The U.S. L/C Issuer shall not amend any U.S. Letter of Credit if such U.S. L/C Issuer would not be permitted at such time to issue such U.S. Letter of Credit in its amended form under the terms hereof.

(v) The U.S. L/C Issuer shall be under no obligation to amend any U.S. Letter of Credit if (A) such U.S. L/C Issuer would have no obligation at such time to issue such U.S. Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such U.S. Letter of Credit does not accept the proposed amendment to such U.S. Letter of Credit.

(vi) The U.S. L/C Issuer shall act on behalf of the U.S. Revolving Credit Lenders with respect to any U.S. Letters of Credit issued by it and the documents associated therewith, and each U.S. L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such U.S. L/C Issuer in connection with U.S. Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such U.S. Letters of Credit as fully as if the term "Administrative Agent" as used in Article X included such U.S. L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such U.S. L/C Issuer.

(b) Procedures for Issuance and Amendment of U.S. Letters of Credit; Auto-Extension Letters of Credit.

(i) Each U.S. Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the U.S. L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the U.S. L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the U.S. L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may

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be. In the case of a request for an initial issuance of a U.S. Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the U.S. L/C Issuer: (A) the proposed issuance date of the requested U.S. Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the U.S. L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding U.S. Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the U.S. L/C Issuer (1) the U.S. Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the U.S. L/C Issuer may reasonably request. Additionally, the Borrower shall furnish to the U.S. L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested U.S. Letter of Credit issuance or amendment, including any Issuer Documents, as the U.S. L/C Issuer or the Administrative Agent may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the U.S. L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the U.S. L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the U.S. L/C Issuer has received written notice from any U.S. Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable U.S. Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such U.S. L/C Issuer shall, on the requested date, issue a U.S. Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such U.S. L/C Issuer's usual and customary business practices. Immediately upon the issuance of each U.S. Letter of Credit, each U.S. Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. L/C Issuer a risk participation in such U.S. Letter of Credit in an amount equal to the product of such U.S. Revolving Credit Lender's Applicable U.S. Revolving Credit Percentage times the amount of such U.S. Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the U.S. L/C Issuer may, in its sole discretion, agree to issue a U.S. Letter of Credit that has automatic extension provisions (each, an "Auto-Extension Letter of Credit"); provided that any such Auto-Extension Letter of Credit must permit the U.S. L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Non-Extension Notice Date") in each such twelve-month period to be agreed upon at the time such U.S. Letter of Credit is issued. Unless otherwise directed by the U.S. L/C Issuer, the Borrower shall not be required to make a specific request to the U.S. L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the U.S. Revolving Credit Lenders shall be deemed to have authorized (but may not require) the U.S. L/C Issuer to permit the extension of such U.S. Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the U.S. L/C Issuer shall not permit any such extension if (A) the U.S. L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such U.S. Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the U.S. Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any U.S. Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the U.S. L/C Issuer not to permit such extension.

(iv) [Reserved]

(v) Promptly after its delivery of any U.S. Letter of Credit or any amendment to a U.S. Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the U.S. L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such U.S. Letter of Credit or amendment.

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(i) Upon receipt from the beneficiary of any U.S. Letter of Credit of any notice of a drawing under such U.S. Letter of Credit, the U.S. L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of an U.S. Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the U.S. L/C Issuer in Dollar Equivalents, unless the U.S. L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Alternative Currency. In the case of any reimbursement in Dollars of a drawing under an U.S. Letter of Credit denominated in an Alternative Currency, the U.S. L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the U.S. L/C Issuer under a U.S. Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the U.S. L/C Issuer under a U.S. Letter of Credit to be reimbursed in an Alternative Currency (each such date, an "Honor Date"), the Borrower shall reimburse such U.S. L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If the Borrower fails to so reimburse such U.S. L/C Issuer by such time, the Administrative Agent shall promptly notify each U.S. Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing expressed in Dollars or in the amount of the Dollar Equivalent thereof in the case of an U.S. Letter of Credit denominated in an Alternative Currency (the "Unreimbursed Amount"), and the amount of such U.S. Revolving Credit Lender's Applicable Revolving Credit Percentage thereof. In such event, in the case of an Unreimbursed Amount under a U.S. Letter of Credit, the Borrower shall be deemed to have requested a U.S. Revolving Credit Borrowing of Base Rate Loans, to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the U.S. Revolving Credit Commitments under the U.S. Revolving Credit Facility of such U.S. Revolving Credit Lender, and subject to the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the U.S. L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each U.S. Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the U.S. L/C Issuer, in Dollars, at the Administrative Agent's Office for Dollar-denominated payment in an amount equal to its Applicable U.S. Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each U.S. Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the U.S. L/C Issuer in Dollars.

(iii) With respect to any Unreimbursed Amount in respect of an U.S. Letter of Credit that is not fully refinanced by an U.S. Revolving Credit Borrowing of Base Rate Loans because the applicable conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the U.S. L/C Issuer an U.S. L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which U.S. L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each U.S. Revolving Credit Lender's payment to the Administrative Agent for the account of the U.S. L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such U.S. L/C Borrowing and shall constitute an U.S. L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each U.S. Revolving Credit Lender funds its U.S. Revolving Credit Loan or U.S. L/C Advance pursuant to this Section 2.03(c) to reimburse the U.S. L/C Issuer for any amount drawn under any U.S. Letter of Credit, interest in respect of such Lender's Applicable Revolving Credit Percentage of such amount shall be solely for the account of the U.S. L/C Issuer.

(v) Each U.S. Revolving Credit Lender's obligation to make U.S. Revolving Credit Loans or U.S. L/C Advances to reimburse the U.S. L/C Issuer for amounts drawn under U.S. Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the U.S. L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that

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each U.S. Revolving Credit Lender's obligation to make U.S. Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice ). No such making of an U.S. L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the U.S. L/C Issuer for the amount of any payment made by such U.S. L/C Issuer under any U.S. Letter of Credit, together with interest as provided herein.

(vi) If any U.S. Revolving Credit Lender fails to make available to the Administrative Agent for the account of the U.S. L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such U.S. L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such U.S. L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such U.S. L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender's Loan included in the relevant Borrowing or U.S. L/C Advance in respect of the U.S. L/C Borrowing, as the case may be. A certificate of the U.S. L/C Issuer submitted to any U.S. Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the U.S. L/C Issuer has made a payment under any U.S. Letter of Credit and has received from any U.S. Revolving Credit Lender such Lender's U.S. L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such U.S. L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the U.S. L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such U.S. L/C Issuer in its discretion), the U.S. Revolving Credit Lender shall pay to the Administrative Agent for the account of such U.S. L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the U.S. L/C Issuer for each drawing under each U.S. Letter of Credit issued by it and to repay each U.S. L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such U.S. Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such U.S. Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the U.S. L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such U.S. Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such U.S. Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue

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or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such U.S. Letter of Credit;

(iv) any payment by the U.S. L/C Issuer under such U.S. Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such U.S. Letter of Credit; or any payment made by the U.S. L/C Issuer under such U.S. Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such U.S. Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

The Borrower shall promptly examine a copy of each U.S. Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower's instructions or other irregularity, the Borrower will promptly notify the U.S. L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the U.S. L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of U.S. L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a U.S. Letter of Credit, the U.S. L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the U.S. Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the U.S. L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the U.S. L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the U.S. Revolving Credit Lenders or the U.S. Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any U.S. Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any U.S. Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the U.S. L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the U.S. L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the U.S. L/C Issuer, and such U.S. L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such U.S. L/C Issuer's willful misconduct or gross negligence or such U.S. L/C Issuer's willful or grossly negligent failure to pay under any U.S. Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a U.S. Letter of Credit. In furtherance and not in limitation of the foregoing, each U.S. L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no U.S. L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign an U.S. Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Applicability. Unless otherwise expressly agreed by the U.S. L/C Issuer and the Borrower when an U.S. Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit) the rules of the ISP shall apply to each Letter of Credit.

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(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each U.S. Revolving Credit Lender in accordance with its Applicable U.S. Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the "U.S. Letter of Credit Fee") for each U.S. Letter of Credit equal to the Applicable Rate for Loans that are Eurodollar Rate Loans times the Dollar Equivalent of the daily amount available to be drawn under such U.S. Letter of Credit; provided, however, any U.S. Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any U.S. Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the U.S. L/C Issuer pursuant to this Section 2.04 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such U.S. Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the U.S. L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any U.S. Letter of Credit, the amount of such U.S. Letter of Credit shall be determined in accordance with Section 1.07. U.S. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such U.S. Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each U.S. Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the U.S. Required Revolving Lenders, while any Event of Default exists, all U.S. Letter of Credit Fees shall accrue at the Default Rate.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the U.S. L/C Issuer for its own account, in Dollars, a fronting fee with respect to each U.S. Letter of Credit, at the rate of 0.125% per annum, computed on the Dollar Equivalent of the daily amount available to be drawn under such U.S. Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such U.S. Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any U.S. Letter of Credit, the amount of such U.S. Letter of Credit shall be determined in accordance with Section 1.07. In addition, the Borrower shall pay directly to each U.S. L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such U.S. L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees (other than the fronting fee) and standard costs and charges are due and payable on demand and are nonrefundable.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) U.S. Letters of Credit Issued for Subsidiaries. Notwithstanding that a U.S. Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the U.S. L/C Issuer hereunder for any and all drawings under such U.S. Letter of Credit. The Borrower hereby acknowledges that the issuance of U.S. Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower's business derives substantial benefits from the businesses of such Subsidiaries.

2.04. U.S. Swing Line Loans.

(a) The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line Lender agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a "U.S. Swing Line Loan") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of U.S. Revolving Credit Loans and U.S. L/C Obligations of the Lender acting as U.S. Swing Line Lender, may exceed the amount of such Lender's U.S. Revolving Credit Commitment; provided, however, that after giving effect to any U.S. Swing Line Loan, (i) the Total U.S. Revolving Credit Outstandings shall not exceed the U.S. Revolving Credit

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Facility at such time and (ii) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender at such time, plus such U.S. Revolving Credit Lender's Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. L/C Obligations at such time, plus such U.S. Revolving Credit Lender's Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. Swing Line Loans at such time shall not exceed such Lender's U.S. Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan. Each U.S. Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Revolving Credit Lender's Applicable U.S. Revolving Credit Percentage times the amount of such U.S. Swing Line Loan. Within the foregoing limits under this Section 2.04(a), and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.

(b) Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon the Borrower's irrevocable notice to the U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone, facsimile or other electronic transmission. Each such notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (x) the amount to be borrowed, which shall be a minimum of $100,000, and (y) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line Lender and the Administrative Agent of written notice (which may be by facsimile or other electronic submission), substantially in the form of a Swing Line Loan Notice (or other form reasonably acceptable to the Administrative Agent). Promptly after receipt by the U.S. Swing Line Lender of any telephonic Swing Line Loan Notice, the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any relevant Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing such U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the U.S. Swing Line Lender in Same Day Funds.

(i) The U.S. Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes such Swing Line Lender to so request on its behalf), that each U.S. Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender's Applicable Revolving Credit Percentage of the amount of U.S. Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the U.S. Revolving Credit Facility and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Such U.S. Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Revolving Credit Lender shall make an amount equal to its relevant Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the U.S. Swing Line Loan) for the account of the U.S. Swing Line Lender at the Administrative Agent's Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the U.S. Swing Line Lender.

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(ii) If for any reason any U.S. Swing Line Loan cannot be refinanced by a U.S. Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the U.S. Swing Line Lender as set forth herein shall be deemed to be a request by the U.S. Swing Line Lender that the U.S. Revolving Credit Lenders fund their risk participation in the U.S. Swing Line Loan and such U.S. Revolving Credit Lender's payment to the Administrative Agent for the account of the U.S. Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any U.S. Revolving Credit Lender fails to make available to the Administrative Agent for the account of the U.S. Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the U.S. Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the U.S. Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the U.S. Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender's Loan included in the relevant Borrowing or funded participation in the U.S. Swing Line Loan, as the case may be. A certificate of the U.S. Swing Line Lender submitted to any U.S. Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each U.S. Revolving Credit Lender's obligation to make U.S. Revolving Credit Loans or to purchase and fund risk participations in the U.S. Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the U.S. Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Revolving Credit Lender's obligation to make U.S. Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay U.S. Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any U.S. Revolving Credit Lender has purchased and funded a risk participation in a U.S. Swing Line Loan, if the U.S. Swing Ling Lender receives any payment on account of such U.S. Swing Line Loan, such U.S. Swing Line Lender will distribute to such U.S. Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by such U.S. Swing Line Lender.

(ii) If any payment received by the U.S. Swing Ling Lender in respect of principal or interest on any U.S. Swing Line Loan is required to be returned by such U.S. Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such U.S. Swing Line Lender in its discretion), each U.S. Revolving Credit Lender shall pay to such U.S. Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of such U.S. Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. Each U.S. Swing Line Lender shall be responsible for invoicing the Borrower for interest on the U.S. Swing Line Loans. Until each U.S. Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such U.S. Revolving Credit Lender's Applicable Revolving Credit Percentage of any U.S. Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of such U.S. Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of any U.S. Swing Line Loans directly to the U.S. Swing Line Lender.

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2.05. Prepayments.

(a) Optional.

(i) Subject to the last sentence of this Section 2.05(a)(i) and clause (iii) of this Section 2.05(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Alternative Currencies, and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Eurodollar Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ratable portion of such prepayment (based on such Lender's Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied among the Facilities in such amounts as the Borrower may direct in its sole discretion, and subject to Section 2.16, each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term B Facility pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

(ii) The Borrower may, upon notice to the U.S. Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay any U.S. Swing Line Loan in whole or in part without premium or penalty; provided that (A) such notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) In the case of this Section 2.05(a), if (x) the Borrower makes any prepayment of Term B Loans in connection with any Repricing Transaction or otherwise refinancing the Term B Loans with any Term Loan Indebtedness, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (I) if such prepayment, refinancing or amendment occurs on or prior to the first anniversary of the Closing Date, a prepayment premium of 1% of the amount of the Term B Loans being prepaid or, in the case of any such amendment, the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment and (II) 0% thereafter.

(iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from (A) a refinancing of all of the Facilities or (B) issuance of Incremental Term Loans or Incremental Revolving Commitments, which refinancing or issuance shall not be consummated or shall otherwise be delayed.

(b) Mandatory.

(i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall

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prepay an aggregate principal amount of Term Loans equal to (x) the Excess Cash Flow Percentage of such Excess Cash Flow minus (y) (1) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) during such fiscal year and (2) the aggregate principal amount of Revolving Credit Loans prepaid pursuant to Section 2.05(a) during such fiscal year, to the extent that there is an equivalent permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06.

(ii) If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f), (i), (m), (n), (o), (q), (r) or (s)), which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds on or prior to the date that is five Business Days after the date of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest (or commit to reinvest) all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days (or, in the case of a commitment to reinvest, within 90 days after such 365 days) after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided, further, however, that any Net Cash Proceeds not subject to such commitment to reinvest or so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Notwithstanding the foregoing, at least 50% of the Net Cash Proceeds from a Disposition of property under Section 7.05(g) shall be applied to prepay Loans in accordance with this Section 2.05(b)(ii) without any reinvestment rights.

(iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).

(iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or before the date that is five Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).

(v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or before the date that is five Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days (or, in the case of any commitment to apply such proceeds, 90 days after such 365 days) after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).

(vi) At the end of the first "accrual period" (within the meaning of Section 163(i)(2) of the Code) ending after the fifth anniversary of the Closing Date and at the end of each subsequent accrual period (the date of each such payment, an "AHYDO Payment Date"), the Borrower shall prepay a principal amount of the Term B Loans in an amount equal to the AHYDO Amount, without payment of any premium or penalty. For purposes of this Section 2.05(b)(vi), "AHYDO Amount" means, as of each AHYDO Payment Date, the amount sufficient to ensure that each Term B Loan will not be an "applicable high yield discount obligation" within the meaning of Section 163(i)(1)

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of the Code. Each payment of the AHYDO Amount will be applied in full, and there shall be an obligation, notwithstanding any other provision of this Agreement to the contrary (including Sections 2.05(b)(vii), 2.05(b)(viii), 2.05(b)(xii), 2.12(f), 2.14(c)(vi), 2.16(a)(ii) and 8.03), to prepay the appropriate Term B Loans. It is the intention of this Section 2.05(b)(vi) that no Term B Loan will be an "applicable high yield discount obligation" within the meaning of Section 163(i)(1) of the Code.

(vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, pro rata to each of the Term A Facility and the Term B Facility and ratably across the applicable scheduled installments set forth in clauses (a) and (b) of Section 2.07 and, second, pro rata to each Revolving Credit Facility in the manner set forth in clause (x) of this Section 2.05(b).

(viii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $2,500,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii), (iv) or (v) of this Section 2.05(b) to be applied to prepay Loans exceeds $10,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall promptly prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (viii)) but which have not previously been so applied.

(ix) If for any reason the Total U.S. Revolving Credit Outstandings at any time exceed the U.S. Revolving Credit Facility at such time, the Borrower shall promptly prepay U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Borrowings and/or Cash Collateralize the U.S. L/C Obligations (other than the U.S. L/C Borrowings) in an aggregate amount equal to such excess; provided, that the Borrower shall not be required to Cash Collateralize the U.S. L/C Obligations pursuant to this Section 2.05(b)(ix) unless after the prepayment in full of the U.S. Revolving Credit Loans and U.S. Swing Line Loans such Total U.S. Revolving Credit Outstandings exceeds the U.S. Revolving Credit Facility then in effect.

(x) Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.05(b), first, shall be applied ratably to the U.S. L/C Borrowings and the U.S. Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining U.S. L/C Obligations; and, in the case of prepayments of the Revolving Credit Facilities required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all U.S. L/C Borrowings, U.S. Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining U.S. L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any U.S. Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the U.S. L/C Issuer or the U.S. Revolving Credit Lenders, as applicable.

2.06. Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facilities, U.S. Letter of Credit Sublimits or U.S. Swing Line Sublimits, or from time to time permanently reduce Revolving Credit Facilities, U.S. Letter of Credit Sublimits or U.S. Swing Line Sublimits; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facilities if, after giving effect thereto and to any concurrent prepayments hereunder, the Total

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U.S. Revolving Credit Outstandings, in the case of the U.S. Revolving Credit Facility, or the Total Alternative Revolving Credit Outstandings, in the case of the Alternative Revolving Credit Facility, would exceed the relevant Revolving Credit Facility, (B) the U.S. Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of any U.S. L/C Obligations not fully Cash Collateralized hereunder would exceed the U.S. Letter of Credit Sublimit, or (C) the U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of any U.S. Swing Line Loans would exceed the U.S. Swing Line Sublimit.

(b) Mandatory.

(i) The aggregate Term A Commitments shall be automatically and permanently reduced to zero on the Closing Date upon the funding of the Term A Borrowing.

(ii) The aggregate Term B Commitments shall be automatically and permanently reduced to zero on the Closing Date upon the funding of the Term B Borrowing.

(iii) [Reserved].

(iv) If after giving effect to any reduction or termination of U.S. Revolving Credit Commitments under this Section 2.06, the U.S. Letter of Credit Sublimit or the U.S. Swing Line Sublimit exceeds the U.S. Revolving Credit Facility, at such time, the U.S. Letter of Credit Sublimit or the U.S. Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of the U.S. Letter of Credit Sublimit, U.S. Swing Line Sublimit or Revolving Credit Commitment under this Section 2.06. Upon any reduction of a Revolving Credit Commitments, such Revolving Credit Commitment of such Revolving Credit Lender shall be reduced by such Lender's Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the relevant Revolving Credit Facility accrued until the effective date of any termination of such Revolving Credit Facility shall be paid on the effective date of such termination.

2.07. Repayment of Loans.

(a) Term A Loans. The Borrower shall repay to the Term A Lenders the aggregate principal amount of all Term A Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05):


Date	Amount
March 31, 2011	$	1,562,500
June 30, 2011	$	1,562,500
September 30, 2011	$	1,562,500
December 31, 2011	$	1,562,500
March 31, 2012	$	1,562,500
June 30, 2012	$	1,562,500
September 30, 2012	$	1,562,500
December 31, 2012	$	1,562,500
March 31, 2013	$	3,125,000
June 30, 2013	$	3,125,000
September 30, 2013	$	3,125,000
December 31, 2013	$	3,125,000
March 31, 2014	$	4,687,500
June 30, 2014	$	4,687,500
September 30, 2014	$	4,687,500
December 31, 2014	$	4,687,500
March 31, 2015	$	6,250,000

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Date	Amount
June 30, 2015	$	6,250,000
September 30, 2015	$	6,250,000

provided, however, that the final principal repayment installment of the Term A Loans shall be repaid on the Maturity Date for the Term A Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date.

(b) Term B Loans. The Borrower shall repay to the Term B Lenders (i) on the last Business Day of each calendar quarter of the Borrower, commencing with the first full calendar quarter after the Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B Loans outstanding on the Closing Date (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term B Facility, the aggregate principal amount of all Term B Loans outstanding on such date.

(c) Revolving Credit Loans. (i) The Borrower shall repay to the Administrative Agent for the ratable benefit of the U.S. Revolving Credit Lenders on the Maturity Date for the U.S. Revolving Credit Facility the aggregate principal amount of all U.S. Revolving Credit Loans outstanding on such date. (ii) The Borrower shall repay to the Administrative Agent for the ratable benefit of the Alternative Revolving Credit Lenders on the Maturity Date for the Alternative Revolving Credit Facility the aggregate principal amount of all Alternative Revolving Credit Loans outstanding on such date.

(d) U.S. Swing Line Loans. The Borrower shall repay each U.S. Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the U.S. Revolving Credit Facility.

2.08. Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility; and (iii) each U.S. Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the U.S. Revolving Credit Facility.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

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(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the "deemed year") that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.

2.09. Fees. In addition to certain fees described in Sections 2.03(i) and (j):

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than a Defaulting Lender as set forth in Section 2.16) in accordance with its Applicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate times the actual daily amount by which the U.S. Revolving Credit Facility or the Alternative Revolving Credit Facility, as applicable, exceeds the sum of (i) the Outstanding Amount of the relevant Revolving Credit Loans and (ii) in the case of the U.S. Revolving Credit Facility, the Outstanding Amount of the U.S. L/C Obligations, subject to adjustment as provided in Section 2.16. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date and on the last day of the Availability Period for the relevant Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. For the avoidance of doubt, U.S. Swing Line Loans shall not be counted towards the Outstanding Amount of any Revolving Credit Loans or any U.S. L/C Obligations.

(b) Other Fees.

(i) The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in Dollars in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Borrower shall pay to the Lenders in Dollars such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10. Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error;

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(b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the U.S. L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the U.S. L/C Issuer), an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the U.S. L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. Other than in the case of fraud or willful misconduct, the Borrower's obligations under this paragraph shall terminate upon the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11. Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent (in accordance with Section 10.06(c)) in the ordinary course of business. The accounts or records maintained by the Administrative Agent (in accordance with Section 10.06(c)) and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent (in accordance with Section 10.06(c)) in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender's Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and U.S. Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12. Payments Generally; Administrative Agent's Clawback.

(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Administrative

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Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent, in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided, that if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(b) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower or a Lender prior to the date any payment is required to be made by it to the Administrative Agent hereunder (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that the Borrower or such Lender will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower or such Lender has timely made such payment and may, in reliance upon such assumption, make available a corresponding amount to the Person entitled thereto. In such event, if the Borrower or a Lender has not in fact made such payment to the Administrative Agent, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Overnight Rate; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender's Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the interest rate applicable to Base Rate Loans. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and U.S. Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible

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for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, U.S. L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and U.S. L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and U.S. L/C Borrowings then due to such parties.

2.13. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in U.S. L/C Obligations and U.S. Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section 2.13 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in U.S. L/C Obligations or U.S. Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14. Increase in Commitments.

(a) Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for U.S. Revolving Credit Facility, an increase to the existing U.S. Revolving Credit Commitments in Dollars (each, an "Incremental Revolving Commitment") and/or (y) prior to the Maturity Date for either Term Facility, an increase to the existing Term A Commitment and/or Term B Commitment, as

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applicable, or the establishment of one or more new term loan commitments (each, an "Incremental Term Commitment"), by an aggregate amount not in excess of $150,000,000. Each such notice shall specify (i) the date (each, an "Increase Effective Date") on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

(b) Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that:

(i) each of the conditions set forth in Section 4.02 shall be satisfied;

(ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01;

(iv) on a Pro Forma Basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available;

(v) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.14(d);

(vi) the Borrower shall deliver or cause to be delivered customary legal opinions or other documents to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and

(vii) the Applicable Rate for Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term B Loans by more than 50 basis points, then the Applicable Rate for the Term B Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is no more than 50 basis points higher than the Applicable Rate for the Term B Loans; provided, further, that in determining the Applicable Rate applicable to the Term B Loans and the Incremental Term Loans, (x) original issue discount ("OID") or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term B Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Arranger (or its respective affiliates) in connection with the Term B Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the Eurodollar Rate or Base Rate "floor" for the Incremental Term Loans is greater than the Eurodollar Rate or Base Rate "floor," respectively, for the existing Term B Loans, the difference between such floor for the

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Incremental Term Loans and the existing Term B Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (vii).

(c) Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows:

(i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of either Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to either Term Loans (except to the extent permitted by clause (iii) or (iv) below and clause (vii) above) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below;

(ii) the terms and provisions of U.S. Revolving Credit Loans made pursuant to Incremental Revolving Commitments shall be identical to the U.S. Revolving Credit Loans;

(iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term B Loans (unless such Incremental Term Loan is in the form of an increase to the existing Term A Loans);

(iv) the maturity date of Incremental Term Loans (the "Incremental Term Loan Maturity Date") shall not be earlier than the Maturity Date of the Term B Facility (unless such Incremental Term Loan is in the form of an increase to the existing Term A Loans);

(v) the all-in-yield shall be determined by the Borrower and lenders participating in such Incremental Commitments (other than in the case of an increase to the existing Term Loans, as applicable); and

(vi) any Term Loans made pursuant to Incremental Term Commitments shall share ratably or on a less than pro rata basis in any prepayments of the Term Facilities.

The Incremental Commitments shall be effected by a joinder agreement (the "Increase Joinder") executed by the Borrower, the Administrative Agent and each Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in Loan Documents to U.S. Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to U.S. Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

(d) Adjustment of U.S. Revolving Credit Loans. To the extent the Commitments being increased on the relevant Increase Effective Date are Incremental Revolving Commitments, then each U.S. Revolving Credit Lender that is acquiring an Incremental Revolving Commitment on the Increase Effective Date shall make a U.S. Revolving Credit Loan, the proceeds of which will be used to prepay the U.S. Revolving Credit Loans of the other U.S. Revolving Credit Lenders immediately prior to such Increase Effective Date, so that, after giving effect thereto, the U.S. Revolving Credit Loans outstanding are held by the U.S. Revolving Credit Lenders pro rata based on their U.S. Revolving Credit Commitments after giving effect to such Incremental Revolving Commitments. If there is a new borrowing of U.S. Revolving Credit Loans on such Increase Effective Date, the U.S. Revolving Credit Lenders after giving effect to such Incremental Revolving Commitments shall make such U.S. Revolving Credit Loans in accordance with Section 2.01(b).

(e) Making of New Term Loans. On any Increase Effective Date on which Incremental Term Commitments become effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such

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Incremental Commitments shall make a Term Loan to the Borrower in an amount equal to its Incremental Term Commitment.

(f) Equal and Ratable Benefit. The Loans and Commitments established pursuant to this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents, and the Incremental Loans shall be pari passu in right of payment and the Liens securing the Incremental Loans shall be pari passu, in each case, to the extent set forth in the Increase Joinder. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Incremental Loans or Incremental Revolving Commitments.

2.15. Cash Collateral.

(a) Certain Credit Support Events. Upon the request of the Administrative Agent or a U.S. L/C Issuer (i) if such U.S. L/C Issuer has honored any full or partial drawing request under any U.S. Letter of Credit and such drawing has resulted in an U.S. L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any U.S. L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, promptly Cash Collateralize the then Outstanding Amount of all U.S. L/C Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent, the U.S. L/C Issuer or the U.S. Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral or a Committed Loan Notice for a Revolving Credit Borrowing in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all U.S. L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any U.S. Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the U.S. L/C Issuer.

(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the U.S. L/C Issuer and the Lenders (including the U.S. Swing Line Lenders), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral (or, in the case of the Borrower, a Committed Loan Notice for a Revolving Credit Borrowing) in an amount sufficient to eliminate such deficiency.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Section 2.04, 2.05, 2.06, 2.16 or 8.02 in respect of Letters of Credit or U.S. Swing Line Loans shall be held and applied to the satisfaction of the specific U.S. L/C Obligations, U.S. Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

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(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent's good faith determination that there exists excess Cash Collateral; provided, however, that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of an Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.03).

2.16. Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. That Defaulting Lender's right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the U.S. L/C Issuer or U.S. Swing Line Lenders hereunder; third, if so determined by the Administrative Agent or requested by the U.S. L/C Issuer or U.S. Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any U.S. Swing Line Loan or U.S. Letter of Credit; fourth, as the Borrower may request (so long as no Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the U.S. L/C Issuer or U.S. Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the U.S. L/C Issuer or U.S. Swing Line Lenders against that Defaulting Lender as a result of that Defaulting Lender's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender's breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or U.S. L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or U.S. L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and U.S. L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or U.S. L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive U.S. Letter of Credit Fees as provided in Section 2.03(h).

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(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or U.S. Swing Line Loans pursuant to Sections 2.03 and 2.04, the "Applicable Percentage" of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and U.S. Swing Line Loans shall not exceed the positive difference, if any, of (1) the aggregate Commitments of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, U.S. Swing Line Lenders and the U.S. L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans funded and unfunded participations in Letters of Credit and U.S. Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender's having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01. Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes. If, however, applicable Laws require the applicable withholding agent to withhold or deduct any Indemnified Taxes or Other Taxes, such Taxes shall be withheld or deducted in accordance with such Laws as determined in good faith by the applicable withholding agent.

(ii) If the applicable withholding agent shall be required by applicable Laws to withhold or deduct any Indemnified Taxes or Other Taxes, from any payment, then (A) the applicable withholding agent shall withhold or make such deductions, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (C) the sum payable by the applicable Loan Party shall be increased as necessary so that after all required withholding or required deductions (including withholding or deductions applicable to additional sums payable under this Section) have been made, each Agent, Lender or U.S. L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the relevant Loan Party shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.

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(c) Tax Indemnifications. Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify each Agent and each Lender, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable by such Agent or such Lender, as the case may be, and any penalties, interest, additions to tax and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable, after any payment of Indemnified Taxes or Other Taxes paid by a Loan Party to a Governmental Authority as provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders. Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Law, or reasonably requested by the Borrower or the Administrative Agent, (I) certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under the Loan Documents or (II) to determine whether any withholding is required and the appropriate amount of withholding (including with respect to FATCA). Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower, Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate.

Without limiting the generality of the foregoing:

(i) Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding.

(ii) Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter when required by Law or upon the reasonable request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(I) two duly completed copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(II) two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(III) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit J-1, Exhibit J-2, Exhibit J-3 or Exhibit J-4, as applicable (any such certificate a "United States Tax Compliance Certificate"), or any other form approved by the Administrative Agent, to the effect

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that such Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code, and that no payments in connection with the Loan Documents are effectively connected with such Lender's conduct of a U.S. trade or business and (y) two duly completed copies of Internal Revenue Service Form W-8BEN (or any successor forms),

(IV) to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Lender that has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY (or other successor forms) or any other required information from each beneficial owner, as applicable (provided that, if the Lender is a partnership (and not a participating Lender) and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate shall be provided by such Lender on behalf of such beneficial owner(s)), or

(V) any other form prescribed by applicable requirements of U.S. federal income tax Law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of Law to permit the Borrower and the Administrative Agent to determine the withholding or deduction required to be made.

Each Lender shall, from time to time after the initial delivery by such Lender of the forms described above, whenever a lapse in time or change in such Lender's circumstances renders such forms, certificates or other evidence so delivered expired, obsolete or inaccurate, promptly (1) deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) renewals, amendments or additional or successor forms, properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish such Lender's status or that such Lender is entitled to an exemption from or reduction in U.S. federal withholding tax or (2) notify Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence.

Notwithstanding any other provision of this subsection (e), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

The Administrative Agent shall provide the Borrower with a Form W-9 (or successor form) certifying that the Administrative Agent is exempt from U.S. federal backup withholding.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender (whether received in cash or applied against a future cash tax payment, as the case may be. However, if any Agent or any Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund net of any Taxes payable by any Agent or Lender), provided that the applicable Loan Party, upon the request of such Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection (f) shall not be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

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(g) U.S. L/C Issuer and U.S. Swing Line Lenders. For purposes of this Section 3.01, the term "Lender" shall include the U.S. L/C Issuer and the U.S. Swing Ling Lender.

3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans in the affected currency or currencies or, in the case of Eurodollar Rate Loans in Dollars, to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, and such Loans are denominated in Dollars, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a committed Borrowing of Base Rate Loans in the amount specified therein.

3.04. Increased Costs; Reserves on Eurodollar Rate Loans.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement) or the U.S. L/C Issuer;

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(ii) subject any Lender or the U.S. L/C Issuer to any Tax of any kind whatsoever with respect to this Agreement, any U.S. Letter of Credit, any participation in an U.S. Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender or the U.S. L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the U.S. L/C Issuer); or

(iii) impose on any Lender or the U.S. L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any U.S. Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the U.S. L/C Issuer of participating in, issuing or maintaining any U.S. Letter of Credit (or of maintaining its obligation to participate in or to issue any U.S. Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the U.S. L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the U.S. L/C Issuer, the Borrower will pay to such Lender or the U.S. L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the U.S. L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the U.S. L/C Issuer determines that any Change in Law affecting such Lender or the U.S. L/C Issuer or any Lending Office of such Lender or such Lender's or the U.S. L/C Issuer's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the U.S. L/C Issuer's capital or on the capital of such Lender's or the U.S. L/C Issuer's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the U.S. L/C Issuer, to a level below that which such Lender or the U.S. L/C Issuer or such Lender's or the U.S. L/C Issuer's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the U.S. L/C Issuer's policies and the policies of such Lender's or the U.S. L/C Issuer's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the U.S. L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the U.S. L/C Issuer or such Lender's or the U.S. L/C Issuer's holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the U.S. L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the U.S. L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the U.S. L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the U.S. L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender's or the U.S. L/C Issuer's right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the U.S. L/C Issuer pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the U.S. L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the U.S. L/C Issuer's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at

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least 10 days' prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

(c) any failure by the Borrower to make payment of any Loan or drawing under any U.S. Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or

(d) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06. Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the U.S. L/C Issuer, or any Governmental Authority for the account of any Lender or the U.S. L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the U.S. L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the U.S. L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the U.S. L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the U.S. L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the U.S. L/C Issuer in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

3.07. Survival. All of the Borrower's obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

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ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01. Conditions of Initial Credit Extension. The obligation of each U.S. L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent, subject in all respects to the final paragraph of this Article IV:

(a) The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Closing Date;

(iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the "Security Agreement"), duly executed by each Loan Party, together with:

(A) certificates and instruments representing the Securities Collateral referred to in the Security Agreement accompanied by undated stock powers or instruments of transfer executed in blank;

(B) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent reasonably deems necessary in order to perfect the Liens created under the Security Agreement (to the extent required thereunder), covering the Collateral described in the Security Agreement;

(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent reasonably deems necessary, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens);

(D) the Collateral Disclosure Schedule; and

(E) evidence that all other actions, recordings and filings that the Administrative Agent reasonably may deem necessary in order to perfect the Liens created under the Security Agreement have been taken (including receipt of duly executed payoff letters and UCC-3 termination statements with respect to the Existing Credit Agreements and the Liens thereunder);

(iv) (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (if applicable)

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of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of a Responsible Officer of each Loan Party dated the Closing Date and certifying (w) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (z) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (B) above;

(v) an opinion of Ropes & Gray LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance customary for senior secured credit facilities in transactions of this kind;

(vi) a certificate signed by the chief financial officer of the Borrower attesting to the Solvency of the Loan Parties, on a consolidated basis, after giving effect to the Transaction, substantially in the form of Exhibit K; and

(vii) evidence that all insurance required to be maintained pursuant to Section 6.07 and the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee or Mortgagee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral.

(b) (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date pursuant to the Fee Letter shall have been paid, (ii) all fees required to be paid to the Lenders on or before the Closing Date pursuant to the Fee Letter shall have been paid and (iii) all reasonable fees, disbursements and other charges of counsel to the Administration Agent and the Arrangers shall have been paid to the extent invoiced at least two business days before the Closing Date.

(c) The Acquisition shall be consummated pursuant to the Purchase Agreement substantially concurrently with the closing under this Agreement, without giving effect to any amendments thereto or any waivers that, in any such case, are materially adverse to the Lenders in their capacities as Lenders.

(d) Since September 26, 2009, no fact(s), change(s), event(s), development(s) or circumstances shall have occurred, arisen, come into existence or become known which have had or would be reasonably expected to have, individually or in the aggregate, a Combined Material Adverse Effect.

(e) The Administrative Agent and Arrangers shall have received all documentation and other information about the Borrower and the other Loan Parties as has been reasonably requested in writing by the Administrative Agent or the Arrangers at least 10 days prior to the Closing Date and that they reasonably determine is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

(f) The Administrative Agent shall have received the Audited Financial Statements in form and substance reasonably satisfactory to the Arrangers and with respect to the Acquired Business, the unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Acquired Business for the fiscal quarter ended at least 45 days before the Closing Date in form and substance reasonably satisfactory to the Arrangers.

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(g) The Administrative Agent shall have received an internally-prepared pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements); provided that such pro forma financial statements shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1; provided, further, that the pro forma financial statements delivered above were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the then existing conditions, and, in the case of each of this and the immediately preceding provisos, the chief financial officer of the Borrower shall have provided to the Administrative Agent a written certification to that effect.

(h) After giving effect to the consummation of the Transaction, the Borrower and its Subsidiaries shall have no outstanding preferred equity, debt for borrowed money or capitalized lease obligations, except as disclosed to, and agreed by, the Arrangers.

(i) After giving effect to the consummation of the Transaction on a Pro Forma Basis, the Consolidated Leverage Ratio for the 12 months ended June 26, 2010 does not exceed 4.0 to 1.0.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) The Administrative Agent and, if applicable, the U.S. L/C Issuer or the U.S. Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the U.S. L/C Issuer (in the case of any U.S. Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

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Notwithstanding anything in this Section 4.02 to the contrary, only the accuracy of the representations and warranties of the Borrower and its Subsidiaries specified in Sections 5.01(b)(ii), 5.02 (with respect to the authorization of the execution and delivery of each of the Loan Documents), 5.02(a), 5.02(c), 5.04, 5.14, 5.18 and 5.21; provided that (A) with respect to Section 5.02(c), to the extent any such conflicts could, individually or in the aggregate, reasonably be expected to give rise to a Combined Material Adverse Effect), (B) with respect to Section 5.18, as to the Solvency of the Borrower and the Subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transaction, (C) with respect to Sections 5.21 (subject to the immediately succeeding sentence), shall be a condition to the Credit Extension on the Closing Date.

Notwithstanding anything in this Section 4.02 to the contrary, to the extent that any Collateral (or the creation or perfection of any security interest therein), in each case intended to be made or granted (determined in accordance with the principles set forth in Section 6.12) is not or cannot be made or granted on the Closing Date (other than (i) the pledge and perfection of collateral with respect to which a lien may be perfected upon the Closing Date solely by the filing of financing statements under the Uniform Commercial Code and (ii) the pledge and perfection of security interests in the capital stock of the Borrower's domestic Subsidiaries with respect to which a Lien may be perfected upon the Closing Date by the delivery of a stock certificate) after use by the Borrower of commercially reasonable efforts to do so, then the provision of any such Collateral (or creation or perfection of a security interest therein) shall not constitute a condition precedent to the Closing Date but shall be required to be delivered within the time periods specified in Section 6.12, if applicable, or as mutually agreed by the Borrower and the Administrative Agent).

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

5.01. Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except, in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Lien permitted hereunder) under, or require any payment to be made under, (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any applicable Law.

5.03. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the

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Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and other actions necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

5.04. Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other Laws affecting creditors' rights generally and by general principles of equity.

5.05. Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholders' equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.

(b) [Reserved].

(c) Since the date of the balance sheet included in the Audited Financial Statement, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) The consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at September 25, 2010, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the twelve months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present the consolidated and consolidating pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP.

(e) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith on the basis of reasonable assumptions at the time made in light of the conditions existing at the time of delivery of such forecasts, it being understood that (i) such forecasts, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such forecasts may differ significantly from the forecasted results and that such differences may be material and that such forecasts are not a guarantee of financial performance and (ii) no representation is made with respect to information of a general economic or general industry nature.

5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.07. No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

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5.08. Ownership of Property; Liens; Investments.

(a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary to operate its business or used in the ordinary conduct of its business, except for such Liens permitted hereunder and defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, as of the date hereof showing the lienholder thereof and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01.

(c) Schedule 4(a) of the Collateral Disclosure Schedule sets forth a complete and accurate list of all real property owned by each Loan Party as of the date hereof showing the street address, county or other relevant jurisdiction, state, record owner and book and fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents.

(d) (i) Schedule 4(a) of the Collateral Disclosure Schedule sets forth a complete and accurate list of all leases of real property under which any Loan Party is the lessee, as of the date hereof showing the street address, county or other relevant jurisdiction, state, lessor and lessee thereof and whether any Lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the Transactions. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

(ii) Schedule 5.08(d)(ii) sets forth a complete and accurate list of all leases of real property under which any Loan Party is the lessor as of the date hereof, showing the street address, county or other relevant jurisdiction, state, lessor and lessee thereof and whether any Lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the Transactions. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms.

(e) (i) Schedule 5(a) of the Collateral Disclosure Schedule sets forth a complete and accurate list of all Equity Interests of each Loan Party (other than the Borrower) and its Subsidiaries and (ii) Schedule 5(b) of the Collateral Disclosure Schedule sets forth a complete and accurate list of all Equity Interests owned by the Loan Parties (other than Equity Interests of the Subsidiaries), in each case, on the Closing Date.

(f) The Mortgages executed and delivered on the Closing Date (if any) are, and the Mortgages executed and delivered after the Closing Date will be, effective to create in favor of the Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable first priority Lien on all of the applicable Loan Parties' right, title and interest in and to the Mortgaged Property (as such term is defined in the applicable Mortgage) thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Administrative Agent (for the benefit of the Secured Parties) shall have a perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Encumbrances.

5.09. Environmental Compliance.

(a) The Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that there are no circumstances or conditions with respect to the Loan Parties or their respective Subsidiaries or the properties of such parties that violate such Environmental Laws or any claims

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related to violations of Environmental Laws that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) None of the properties currently or, to the knowledge of the Borrower, formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; there are no and, to the best knowledge of the Loan Parties and their Subsidiaries, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on, at or in any property currently owned or operated by any Loan Party or any of its Subsidiaries; and Hazardous Materials have not been Released on, at, under or from any property currently or, to the knowledge of the Borrower, formerly owned or operated by any Loan Party or any of its Subsidiaries in a manner, form or amount which could reasonably be expected to result in material liability of any Loan Party or any Subsidiary.

(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action or other corrective action relating to any actual or threatened Release of Hazardous Materials at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, except for any such investigation or assessment or remedial or response action that, individually, or in the aggregate could not reasonably be expected to result in a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner which could not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.

(d) The Loan Parties and their respective Subsidiaries and their respective operations and properties: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) to the extent within the control of the Loan Parties and their respective Subsidiaries, each of their Environmental Permits will be timely renewed and complied with, any additional Environmental permits that may be required of any of them will be timely obtained and complied with, without material expense, and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained, without material expense.

5.10. Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.

5.11. Taxes. Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: The Borrower and each of its Subsidiaries have timely filed all tax returns required to be filed, and have timely paid all Taxes (whether or not shown on a tax return) levied or imposed upon it or its properties, income or assets otherwise due and payable (including in its capacity as a withholding agent), except those Taxes which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no tax assessment, deficiency or other claim against, and no tax audit with respect to, the Borrower or any Subsidiary. Neither the Borrower nor any of its Subsidiaries has ever "participated" in a "listed transaction" within the meaning of Treasury Regulation Section 1.6011-4.

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5.12. ERISA Compliance.

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax qualified status.

(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred, and the Loan Parties are not aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and the Loan Parties do not know of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC (other than for the payment of premiums, and there are no premium payments which have become due that are unpaid); (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Section 4069 or Section 4212(e) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(d) Neither any Loan Party nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.12(d) hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.

(e) With respect to each scheme or arrangement mandated by a government other than the United States (a "Foreign Government Scheme or Arrangement") and with respect to each Plan that is a defined benefit plan and is described in Section 4(b)(4) of ERISA (a "Foreign Plan"):

(i) any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices;

(ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and

(iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

5.13. Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Schedule 5(a) of the Collateral Disclosure Schedule, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Schedule 5(a) of the Collateral Disclosure Schedule free and

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clear of all Liens except for Liens permitted hereunder. As of the Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Schedule 5(b) of the Collateral Disclosure Schedule. Set forth on Schedule 1(a) of the Collateral Disclosure Schedule is a complete and accurate list of all Loan Parties, as of the Closing Date, showing (as to each Loan Party) the jurisdiction of its incorporation and its U.S. taxpayer identification number. Set forth on Schedule 2 of the Collateral Disclosure Schedule is a complete and accurate list of the address of each Loan Party's principal place of business as of the Closing Date. The copy of the articles or certificate of incorporation or organization, as applicable, of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv) is a true and correct copy of each such document, each of which is valid and in full force and effect.

5.14. Margin Regulations; Investment Company Act.

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an "investment company" under the Investment Company Act of 1940.

5.15. Disclosure. Except to the knowledge of the Borrower with respect to the Acquired Business at the Closing Date, no report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document, at the Closing Date (in the case of the Information Memorandum) or at the time furnished (in the case of all other reports, financial statements, certificates or other information), when taken as a whole, contained any material misstatement of fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and any forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.16. Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17. Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (the "IP Rights") that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no advertising slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Subsidiaries infringes in any material respect upon or otherwise violates in any material respects any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.18. Solvency. On the Closing Date, after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent.

5.19. Casualty, Etc. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance), condemnation or eminent domain proceeding that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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5.20. Rights in Collateral; Priority of Liens. The Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties (other than Liens permitted hereunder). Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of Agent, for the ratable benefit of Agent and Lenders.

5.21. Anti-Money Laundering and Economic Sanctions Laws.

(a) No Loan Party, none of its Subsidiaries and, to the knowledge of senior management of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or Affiliate (i) has violated or is in violation of any applicable Anti-Money Laundering Law or (ii) has engaged or engages in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in any applicable law, regulation or other binding measure implementing the "Forty Recommendations" and "Nine Special Recommendations" published by the Organisation for Economic Cooperation and Development's Financial Action Task Force on Money Laundering.

(b) No Loan Party, none of its Subsidiaries and, to the knowledge of senior management of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate that is acting or benefiting in any capacity in connection with the Loans is an Embargoed Person.

(c) Except as otherwise authorized by OFAC, no Loan Party, none of its Subsidiaries and, to the knowledge of senior management of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate acting or benefiting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any applicable Economic Sanctions Laws or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the applicable prohibitions set forth in any Economic Sanctions Laws.

5.22. Senior Debt. The Obligations constitute "Designated Senior Indebtedness" (or similar term) under, and defined in, any subordinated Indebtedness of the Loan Parties.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any U.S. Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

6.01. Financial Statements. Deliver (i) to the Administrative Agent a sufficient number of copies for delivery by the Administrative Agent to each Lender, or (ii), in the event such copies are not delivered by the Administrative Agent to each Lender in accordance with clause (i) above, to each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) as soon as available, but in any event within 100 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended on the last Saturday of the month of September after the Closing Date), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders' equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted

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auditing standards and shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries;

(b) as soon as available, but in any event within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended December 25, 2010), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower's fiscal year then ended, and the related consolidated statements of changes in shareholders' equity and cash flows for the portion of the Borrower's fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

(c) as soon as available, but in any event at least 35 days after the end of each fiscal year of the Borrower, reasonably detailed forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date for the Term B Facility occurs).

As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.

6.02. Certificates; Other Information. Deliver (i) to the Administrative Agent a sufficient number of copies for delivery by the Administrative Agent to each Lender, or (ii), in the event such copies are not delivered by the Administrative Agent to each Lender in accordance with clause (i) above, to each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) (commencing with the fiscal year ended on the last Saturday of the month of September after the Closing Date), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event;

(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended December 25, 2010), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 7.11, a statement of reconciliation conforming such financial statements to GAAP;

(c) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit

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committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiaries, or any audit of any of them;

(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;

(f) promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, notice of the receipt of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; and

(g) promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at the website address listed on Schedule 10.02 (or other website identified to the Administrative Agent); or (ii) on which such documents are posted on the Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the U.S. L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders (each, a "Public Lender") may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons' securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the U.S. L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked

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"PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side Information"; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side Information."

6.03. Notices. Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material adverse development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;

(d) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including any determination by the Borrower referred to in Section 2.10(b).

Each notice pursuant to Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

6.04. Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (i) all Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (iii) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except in each case, to the extent that failure to pay or discharge the same could not reasonably be expected to, individually, or in the aggregate, have a Material Adverse Effect.

6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (where applicable) under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05, except, in the case of any Subsidiary of the Borrower, to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06. Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07. Maintenance of Insurance.

(a) Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance) as are customarily

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carried under similar circumstances by such other Persons and all such insurance covering the Collateral shall name the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable.

(b) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each applicable Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

6.08. Compliance with Law. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09. Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

6.11. Use of Proceeds. Use the proceeds of the Credit Extensions (i) to finance, in part, the Transaction and (ii) for working capital and other general corporate purposes not in contravention of any Law or of any Loan Document.

6.12. Covenant to Guarantee Obligations and Give Security.

(a) Within 30 days after the Closing Date (or such later date as agreed to by the Administrative Agent), each applicable Loan Party shall deliver a duly executed Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.12, in each case as amended, the "Intellectual Property Security Agreements"), together with evidence that all actions that the Administrative Agent reasonably may deem necessary in order to perfect the Liens created under the Intellectual Property Security Agreements have been taken.

(b) Within 90 days after the Closing Date (or such later date as agreed to by the Administrative Agent), each applicable Loan Party shall deliver deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the form of Exhibit H (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel) and covering the Closing Date Mortgaged Properties (together with the fixture filings and Assignments of Leases and Rents referred to therein and each other

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mortgage delivered pursuant to Section 6.12, in each case as amended, the "Mortgages"), duly executed by the appropriate Loan Party, together with:

(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid,

(ii) with respect to each Closing Date Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transaction or as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Closing Date Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Closing Date Mortgaged Property,

(iii) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies"), with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable,

(iv) with respect to each Closing Date Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called "gap" indemnification) as shall be required to induce the title company to issue the Mortgage Policy/ies and endorsements contemplated above,

(v) copies of existing American Land Title Association/American Congress on Surveying and Mapping form surveys in respect of the Closing Date Mortgaged Properties; provided that nothing in this clause (v) shall require the Borrower or any Loan Party to update existing surveys or order new surveys with respect to the Closing Date Mortgaged Properties, unless necessary in order to obtain Mortgage Policies in compliance with Section 6.12(b)(iii) above,

(vi) evidence of the insurance required by the terms of the Mortgages,

(vii) a completed "Life-of-Loan" Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Closing Date Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto),

(viii) [Reserved]; and

(ix) evidence that all other action that the Administrative Agent may reasonably deem necessary in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken.

(c) Upon the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than in each case an Excluded Subsidiary) by any Loan Party, then the Borrower shall, at the Borrower's expense:

(i) within 30 days after such formation or acquisition, cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to

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the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties' obligations under the Loan Documents,

(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a description any Material Real Property of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,

(iii) within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent, other than with respect to Excluded Property, Security Agreement Supplements, Collateral Disclosure Schedule Supplements, IP Security Agreements and other security and pledge agreements (other than Mortgages), as specified by the Administrative Agent (consistent with the Collateral Documents delivered on the Closing Date, including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary (other than Excluded Property), and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties constituting Collateral,

(iv) within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the Collateral purported to be subject to the Security Agreement Supplements, IP Security Agreements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,

(v) upon the reasonable request of the Administrative Agent in its reasonable discretion, within 30 days after such reasonable request therefor, deliver to the Administrative Agent a signed copy of a customary opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and

(vi) if requested by the Administrative Agent or the Required Lenders, comply with the provisions of clause (d) below with respect to any Material Real Property owned by such new Subsidiary.

(d) Upon the acquisition of any material personal property or Material Real Property by any Loan Party, if such Material Real Property shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the relevant Loan Party shall, at the Borrower's expense:

(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of such material personal property or Material Real Property so acquired in detail reasonably satisfactory to the Administrative Agent,

(ii) within 90 days after request by the Administrative Agent or the Required Lenders, comply with (x) clauses (c) and (d) above, with respect to such material personal property and (y) clause (b) above with respect to any Material Real Property.

(e) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreements and other security and pledge agreements.

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6.13. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) comply, and take all commercially reasonable measures to cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and properties; and (c) in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, response or other corrective action necessary to address all Hazardous Materials at, on, under or emanating from any of the properties owned, leased or operated by it in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other corrective action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

6.14. Remediation of Material Weakness. The Borrower shall develop a reasonably detailed plan (the "Remediation Plan") to remediate the "material weakness" identified in its Audited Financial Statements and use reasonably diligent efforts to complete the steps specified in the Remediation Plan.

6.15. Further Assurances. Promptly upon reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party's or any of its Subsidiaries' properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.16. [Reserved].

6.17. Interest Rate Hedging. Enter into on or prior to the date that is 90 days after the Closing Date, and maintain at all times thereafter until the second anniversary of the Closing Date, interest rate Swap Contracts with Persons reasonably acceptable to the Administrative Agent, covering a notional amount of not less than 50% of the aggregate outstanding Indebtedness for borrowed money (other than the Total Revolving Credit Outstandings), and providing for such Persons to make payments thereunder such that the foregoing amount (including after giving effect to any interest rate "floor" and the applicable forward curve related thereto acceptable to the Administrative Agent in its reasonable discretion) is effectively subject to (or deemed subject to) a fixed interest rate reasonably acceptable to the Administrative Agent.

6.18. Post-Closing Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 6.18, in each case within the time limits specified on such schedule.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any U.S. Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

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(a) (i) Liens pursuant to any Loan Document and (ii) Liens on cash or deposits granted in favor of the U.S. Swing Line Lenders or the U.S. L/C Issuer to cash collateralize any Defaulting Lender's participation in Letters of Credit or U.S. Swing Line Loans, respectively, as contemplated by Section 2.03(a)(iii)(E) and 2.15(a), respectively;

(b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any modifications, replacements, renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(e), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e);

(c) Liens for taxes, assessments or governmental charges not yet due or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;

(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than 45 days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, (ii) pledges and deposits to secure insurance premiums or reimbursement obligations under insurance policies or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by the Borrower or any of its Subsidiaries to support the payments of the items set forth in clauses (i) and (ii) of this Section 7.01(e);

(f) (i) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and (ii) obligations in respect of letters of credit or bank guarantees that have been posted to support payment of the items set forth in clause (i) of this Section 7.01(f);

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Section 7.02(g); provided that (i) such Liens do not at any time encumber any property (except for accessions to such property) other than the property financed by such Indebtedness and the proceeds and products thereof (except that financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender) and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

(j) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(h);

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(k) [Reserved];

(l) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $50,000,000; provided that no such Lien shall extend to or cover any Collateral;

(m) the replacement, extension or renewal of any Lien permitted by clauses (a), (b), (i), (j) and (v) of this Section 7.01 upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby;

(n) (i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere in any material respect with the business of the Borrower or any other Loan Party or (B) secure any Indebtedness for borrowed money or (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any of its Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(p) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business or (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and not prohibited by this Agreement;

(r) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Subsidiaries in the ordinary course of business;

(s) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(u) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person's obligations in respect of documentary letters of credit or banker's acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the ordinary course of business;

(v) Liens on property of Subsidiaries that are not Loan Parties in respect of Indebtedness permitted under Section 7.02(j);

(w) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;

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(x) Liens on the Securitization Assets arising in connection with a Qualified Securitization Financing;

(y) reservations, limitations, provisos and conditions expressed in any original grant from the Crown or other grant of real or immovable property, or interests therein, which do not materially affect the use of the affected land for the purpose for which it is used by that Person; and

(z) hypothecs reserved to landlords in the Province of Quebec in relation to immovable property leased by an Obligor in the Province of Quebec, to the extent only of rental obligations owing under the lease agreement relating to any such immoveable property.

7.02. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices, and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(b) Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding;

(c) Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute "Securities Collateral" under the Security Agreement, (ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03;

(d) Indebtedness under the Loan Documents;

(e) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

(f) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any wholly-owned Subsidiary;

(g) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $100,000,000;

(h) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(g), which Indebtedness is existing at the time such Person

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becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person's becoming a Subsidiary of the Borrower);

(i) unsecured Indebtedness in an aggregate principal amount not to exceed at any one time outstanding the greater of (x) $300,000,000 and (y) an amount such that the Consolidated Leverage Ratio of the Borrower and its Subsidiaries on a Pro Forma Basis (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b)) shall not exceed 3:00:1:00; provided that in each case (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) after giving effect to such incurrence, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.11 (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b));

(j) Indebtedness of Subsidiaries that are not Guarantors in an aggregate principal amount not to exceed $10,000,000 at any time outstanding;

(k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction or any Permitted Acquisition;

(l) Indebtedness consisting of cash-pay obligations to holders of preferred equity, in an amount not to exceed $1,000,000 per fiscal year;

(m) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to the Borrower or any of its Subsidiaries;

(n) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries;

(o) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts incurred in the ordinary course of business;

(p) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(q) Indebtedness incurred by the Borrower or any of its Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; and

(r) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice.

7.03. Investments. Make or hold any Investments, except:

(a) Investments held by the Borrower and its Subsidiaries in the form of Cash Equivalents;

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(b) Advances to officers, directors and employees of the Borrower and Subsidiaries (i) in an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes or (ii) in connection with such Person's purchase of Equity Interests of the Borrower in an aggregate amount not to exceed $1,000,000 at any time outstanding (in each of clauses (i) and (ii), determined without regard to any write-downs or write-offs of such loans or advances);

(c) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof and set forth on Schedule 7.03(c), (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed at any one time outstanding $150,000,000; provided that such aggregate amount of all Investments by the Loan Parties in wholly owned Subsidiaries that are not Loan Parties shall increase to $300,000,000 at any one time outstanding if the Consolidated Leverage Ratio, as determined on a Pro Forma Basis (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b)), shall be less than 2.5:1.0;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Guarantees permitted by Section 7.02;

(f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedules 5(a) and (b) of the Collateral Disclosure Schedule and any modifications, replacements, renewals or extensions thereof;

(g) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person (or a business unit of a Person) that, upon the consummation thereof, will be wholly-owned directly by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation) (each a "Permitted Acquisition"); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g):

(i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12;

(ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course;

(iii) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);

(iv) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the

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Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby;

(v) the Borrower shall have delivered to the Administrative Agent and each Lender, at least ten Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this clause (v) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(vi) the aggregate amount of consideration in connection with any such purchases or acquisition shall not exceed an amount such that the Consolidated Leverage Ratio of the Borrower and its Subsidiaries shall be at least 0.25:1.0 less than the then applicable Consolidated Leverage Ratio under Section 7.11, as determined on a Pro Forma Basis (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby);

(vii) the Borrower and its Subsidiaries maintain Availability under the Revolving Credit Facilities of at least $50,000,000; and

(viii) if such purchase or acquisition is of all of the Equity Interest in any Person, that Person becomes a Guarantor and pledges its Collateral to the Security Agreement; provided that acquisitions of any Person made with up to $5,000,000 in the aggregate shall not be subject to this clause;

(h) other Investments not exceeding (i) $30,000,000 plus (ii) the Designated Equity Proceeds then-available in the aggregate at any time outstanding;

(i) Investments in joint ventures and other minority ownership Investments not exceeding $10,000,000 in the aggregate at any one time outstanding;

(j) Promissory notes from buyers of assets sold in accordance with Section 7.05; provided, however, that if any such promissory note is made in favor of a Loan Party, such promissory note shall be collaterally assigned by the Borrower to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents;

(k) (i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is in the form of a contribution of additional Securitization Assets or as equity, and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing;

(l) the Borrower and its Subsidiaries may consummate the Acquisition;

(m) Investments (including debt obligations and Equity Interests) received in connection with (x) the bankruptcy or reorganization of any Person and in settlement of obligations of, or disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and (y) the non-cash proceeds of any Disposition permitted by Section 7.05;

(n) advances of payroll payments to employees in the ordinary course of business;

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(o) Guarantees by the Borrower or any of its Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(p) Investments to the extent the consideration paid therefor consists solely of Equity Interests of the Borrower; and

(q) Investments consisting of promissory notes issued by any Loan Party to future, present or former officers, directors and employees, members of management, or consultants of the Borrower or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower, to the extent the applicable Restricted Payment is permitted by Section 7.06.

7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) any Subsidiary may merge with or liquidate into (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, such wholly-owned Subsidiary shall be the continuing or surviving Person;

(b) any Loan Party (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;

(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;

(d) the Borrower and its Subsidiaries may consummate the Acquisition;

(e) in connection with any acquisition permitted under Section 7.03, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be the Borrower or a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person;

(f) so long as no Event of Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving corporation.

7.05. Dispositions. Make any Disposition, except:

(a) Dispositions of obsolete, used, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the business of the Borrower and its Subsidiaries;

(b) Dispositions of inventory in the ordinary course of business;

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(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

(e) Dispositions permitted by Section 7.02, Section 7.04 and Section 7.06;

(f) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice;

(g) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate amount of Consolidated Net Tangible Assets of all property Disposed of in reliance on this clause (g) shall not exceed $150,000,000, (iii) the Borrower or Subsidiary shall receive not less than 75% of the consideration for such asset in the form of cash or Cash Equivalents and (iv) at least 50% of the Net Cash Proceeds therefrom shall be applied to prepay the Loans in accordance with Section 2.05(b)(ii) without any reinvestment rights;

(h) [Reserved];

(i) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(g);

(j) the Disposition of the Filter Fresh Business;

(k) Dispositions by the Borrower or any of its Subsidiaries of property pursuant to sale-leaseback transactions; provided that (i) the fair market value of all property so Disposed of shall not exceed $10,000,000 from and after the Closing Date and (ii) the purchase price for such property shall be paid to the Borrower or such of its Subsidiaries for not less than 75% cash consideration;

(l) The Disposition of non-core assets acquired in a Permitted Acquisition; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) shall not exceed 15% of the Consolidated Net Tangible Assets acquired in any Permitted Acquisition and (iii) the Borrower or Subsidiary shall receive not less than 75% of the consideration for such asset in the form of cash or Cash Equivalents;

(m) any Disposition of Securitization Assets to a Securitization Subsidiary;

(n) Dispositions of Cash Equivalents;

(o) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(p) leases, subleases, licenses or sublicenses of property (excluding any licenses or sub-licenses of IP Rights) in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;

(q) transfers of property subject to any event that gives rise to the receipt by the Borrower or any of its Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such property upon receipt of such insurance proceeds or condemnation awards;

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(r) Dispositions of Investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties forth in, joint venture arrangements and similar binding arrangements; and

(s) Dispositions in the ordinary course of business consisting of the abandonment of IP Rights which, in the reasonable good faith determination of the Borrower, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business;

provided, however, that any Disposition pursuant to Section 7.05 (except pursuant to Sections 7.05(a), (d), (e), (m), (o), (q), (r) and (s)) shall be for fair market value.

7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except that:

(a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other non-redeemable Equity Interests of such Person;

(c) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.05(b)(iii), the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests;

(d) so long as no Default has occurred and is continuing, the Borrower may make Restricted Payments; provided that, the aggregate amount of all Restricted Payments made pursuant to this clause (d) in the aggregate shall not exceed $25,000,000 in the aggregate unless the Consolidated Leverage Ratio, as determined on a Pro Forma Basis (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b)), shall be less than 2.5:1.0;

(e) so long as no Default has occurred and is continuing, the Borrower may make Restricted Payments in the aggregate amount not exceeding the Designated Equity Proceeds then-available;

(f) the repurchase, redemption or other acquisition for value of Equity Interests of Borrower or representing solely fractional shares of such Equity Interests in connection with a merger, consolidation, amalgamation or other combination involving Borrower;

(g) repurchases of Equity Interests in the Borrower or any Loan Party deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(h) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; and

(i) payments made or expected to be made by the Borrower or any of its Subsidiaries not exceeding $5,000,000 during any fiscal year in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options.

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7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto.

7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm's length transaction with a Person other than an Affiliate.

The following items will not be deemed to be transaction with an Affiliate and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Borrower and/or any Loan Party;

(2) sales or awards of Equity Interests to Affiliates of the Borrower;

(3) reasonable and customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements, incentive and severance arrangements with any officer, director or employee of the Borrower or a Loan Party entered into in the ordinary course of business;

(4) any transactions made in compliance with the provisions of Section 7.05;

(5) loans and advances to officers and employees of Borrower or any Loan Party in the ordinary course of business in accordance with the past practices of Borrower or any Loan Party to the extent otherwise permitted by this Agreement;

(6) the Transactions and the payment of all fees and expenses related to the Transactions;

(7) written agreements entered into or assumed in connection with acquisitions of other businesses with Persons who were not Affiliates prior to such transactions approved by a majority of the Board of Directors of the Borrower;

(8) any agreement as in effect as of the date of the Closing or any amendment thereto so long as any such amendment is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the date of the Closing;

(9) customary provisions in joint venture agreements relating solely to such joint venture; and

(10) any Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing.

7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that the foregoing shall not apply to Contractual Obligations that (1) represent Indebtedness of a Subsidiary

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which is not a Loan Party which is permitted by Section 7.03, (2) are customary restrictions that arise in connection with any Disposition permitted by Section 7.05, (3) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture, (4) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the extent any negative pledge relates to the property financed by or secured by such Indebtedness (and excluding in any event any Indebtedness junior to the Obligations) or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis, and (5) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto.

7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each case so as to result in a violation of such Regulation U.

7.11. Financial Covenants.

(a) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the last day of the fiscal quarters of the Borrower (beginning with the fiscal quarter ending December 25, 2010) to be less than 3.00 to 1.00.

(b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower (beginning with the fiscal quarter ending December 25, 2010) set forth below to be greater than the ratio set forth below opposite such period:


Four Fiscal Quarters Ending	Maximum Consolidated Leverage Ratio
Closing Date through the first fiscal quarter of 2011		4.25 to 1.00
Second fiscal quarter of 2011 through third fiscal quarter of 2011		4.00 to 1.00
Fourth fiscal quarter of 2011 through third fiscal quarter of 2012		3.50 to 1.00
Fourth fiscal quarter of 2012 and thereafter		3.00 to 1.00

7.12. Capital Expenditures.

Make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries during each fiscal period set forth below, (a) the amount set forth opposite such fiscal period:


Fiscal Period	Amount
Fiscal Year ended 2011	$	315,000,000
Fiscal Year ended 2012	$	350,000,000
Fiscal Year ended 2013	$	365,000,000
Fiscal Year ended 2014	$	450,000,000

; provided, however, that so long as no Event of Default has occurred and is continuing or would result from such expenditure, 50% of any portion of any amount set forth above, starting with the fiscal year ended 2011, not expended in the fiscal year for which it is permitted above, may be carried over for expenditure in the next following fiscal year only; and provided, further, if any such amount is so carried over, it will be deemed used in the applicable

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subsequent fiscal year before the amount set forth opposite such fiscal year above; plus (b) the Designated Equity Proceeds then available.

7.13. Amendments of Certain Documents. Amend (a) any of its Organization Documents, if the effect thereof would be materially adverse to the Lenders in the good faith judgment of the board of directors or management of the Borrower without obtaining the prior written consent of the Required Lenders to such amendment; provided, that each Person that becomes a Subsidiary of a Loan Party after the Closing Date may amend its Organization Documents in a manner consistent with the Organization Documents of the Loan Parties or (b) any term or condition of any Indebtedness junior to the Obligations in a manner materially adverse to the interest of the Administration Agent or the Lenders.

7.14. Accounting Changes. Make any change in fiscal year without the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed).

7.15. Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness junior to the Obligations, except (i) regularly scheduled or required repayments or redemptions of Indebtedness permitted by Section 7.02 and (ii) such prepayments, redemptions, purchases, defeasances or otherwise that in the aggregate shall not exceed (x) $25,000,000 unless the Consolidated Leverage Ratio, as determined on a Pro Forma Basis (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b)), shall be less than 2.5:1.0, plus (y) the Designated Equity Proceeds then available.

7.16. Designation of Senior Debt. Designate any Indebtedness (other than the Indebtedness under the Loan Documents) of the Borrower or any of its Subsidiaries as "Designated Senior Debt" (or any similar term) under, and as defined in, the definitive documentation for any Indebtedness junior to the Obligations.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01. Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, and in the currency required hereunder any amount of principal of any Loan or any U.S. L/C Obligation or deposit any funds as Cash Collateral in respect of U.S. L/C Obligations, or (ii) pay within five days after the same becomes due, any interest on any Loan or on any U.S. L/C Obligation, or any fee due hereunder, or (iii) pay within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05(a) or Article VII; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after notice thereof by the Administrative Agent to the Borrower or a Responsible Officer of the Borrower otherwise has actual knowledge of such failure; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due beyond any applicable grace period (whether by scheduled maturity, required prepayment,

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acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness (other than any Swap Contract, as to which clause (ii) below shall apply) or Guarantee or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does not deny coverage) or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any provision of any Loan Document,

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or purports in writing to revoke, terminate (except as provided herein) or rescind any provision of any Loan Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 7.01) on the Collateral purported to be covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code financings statements or continuation statements or other equivalent filings and except, as to Collateral consisting of real property to the extent that such losses are covered by a lender's title insurance policy and the related insurer shall not have denied or disclaimed in writing that such losses are covered by such title insurance policy.

8.02. Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of each U.S. L/C Issuer to make U.S. L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the U.S. L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself, the Lenders and the U.S. L/C Issuer all rights and remedies available to it, the Lenders and the U.S. L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the U.S. L/C Issuer to make U.S. L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the U.S. L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and U.S. Letter of Credit Fees) payable to the Lenders and the U.S. L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the U.S.

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L/C Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid U.S. Letter of Credit Fees and interest on the Loans, U.S. L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the U.S. L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, U.S. L/C Borrowings and Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the U.S. L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.15; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a "Lender" party hereto.

ARTICLE IX

ADMINISTRATIVE AGENT

9.01. Appointment and Authority.

(a) Each of the Lenders and the U.S. L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the U.S. L/C Issuer.

(b) The Administrative Agent shall also act as the "collateral agent" under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the U.S. L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the U.S. L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as "collateral agent" and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to

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the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the "collateral agent" under the Loan Documents) as if set forth in full herein with respect thereto.

9.02. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03. Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(d) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the U.S. L/C Issuer.

(e) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution)

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believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of an U.S. Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the U.S. L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the U.S. L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the U.S. L/C Issuer prior to the making of such Loan or the issuance of such U.S. Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05. Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

9.06. Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the U.S. L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that, without the consent of the Borrower (not to be unreasonably withheld), the Required Lenders shall not be permitted to select a successor that is not a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch of a foreign bank described in Treasury Regulation Section 1.1441-1(b)(2)(iv)(A). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the U.S. L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above (and subject to the proviso set forth above); provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the U.S. L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each U.S. L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.04. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.04). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as a U.S. L/C Issuer and the U.S. Swing Ling Lender. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring U.S. L/C Issuer and U.S. Swing Line Lender, (ii) the retiring U.S. L/C Issuer and U.S. Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder

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or under the other Loan Documents, and (iii) the successor U.S. L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring U.S. L/C Issuer to effectively assume the obligations of the retiring U.S. L/C Issuer with respect to such Letters of Credit.

9.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each U.S. L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each U.S. L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, the Syndication Agent or Co-Documentation Agent or other titles as necessary listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the U.S. L/C Issuer hereunder.

9.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or any U.S. L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, U.S. L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the U.S. L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the U.S. L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the U.S. L/C Issuer and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each U.S. L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the U.S. L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the U.S. L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the U.S. L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the U.S. L/C Issuer or in any such proceeding.

9.10. Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and each U.S. L/C Issuer irrevocably authorize the Administrative Agent,

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations

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(other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the U.S. L/C Issuer shall have been made)), (ii) that is sold , to be sold or transferred as part of or in connection with any sale permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes "Excluded Property" (as such term is defined in the Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with Section 10.01;

(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and

(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i).

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower's expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

9.11. Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

9.12. Tax Indemnification. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting or expanding the obligations of the Loan Parties hereunder, if any Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), then each such Lender shall, and does hereby, indemnify and hold harmless the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, fully for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Administrative Agent), whether or not such Tax was correctly or legally asserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.12. The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all

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other Obligations. For purposes of this Section 9.12, the term "Lender" shall include the U.S. L/C Issuer and the U.S. Swing Line Lender.

ARTICLE X

MISCELLANEOUS

10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.01 or Section 4.02, or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees, premiums or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender directly affected thereby, it being understood that the waiver of any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or U.S. L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Consolidated Leverage Ratio or in the component definitions thereof shall not constitute a reduction in any rate of interest or fees; provided that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest or U.S. Letter of Credit Fees at the Default Rate;

(d) change (i) any provision of this Section 10.01 or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(e)), without the written consent of each Lender or (ii) the definition of "Required Revolving Lenders," "U.S. Required Revolving Lenders," "Alternative Required Revolving Lenders," "Required Term A Lenders" or "Required Term B Lenders" without the written consent of each Lender under the applicable Facility;

(e) change (i) Section 8.03 or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such Facility is the Term A Facility, the Required Term A Lenders, (ii) if such Facility is the Term B Facility, the Required Term B Lenders, (iii) if such Facility is the U.S. Revolving Credit Facility, the U.S. Required Revolving Lenders and (iv) if such Facility is the Alternative Revolving Credit Facility, the Alternative Required Revolving Lenders;

(f) release all or substantially all of the Collateral in any transaction or series of related transactions (it being understood that a transaction permitted under Section 7.05 shall not constitute the release of all or substantially all of the Collateral) , without the written consent of each Lender;

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(g) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);

(h) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term A Facility, the Required Term A Lenders, (ii) if such Facility is the Term B Facility, the Required Term B Lenders, (iii) if such Facility is the U.S. Revolving Credit Facility, the U.S. Required Revolving Lenders and (iv) if such Facility is the Alternative Revolving Credit Facility, the Alternative Required Revolving Lenders; or

(i) amend Section 1.07 or the definition of "Alternative Currency" without the written consent of each Lender;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the U.S. L/C Issuer in addition to the Lenders required above, affect the rights or duties of the U.S. L/C Issuer under this Agreement or any Issuer Document relating to any U.S. Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the U.S. Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the U.S. Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) no amendment, waiver or consent shall amend, modify, supplement or waive any condition precedent to any extension of credit under the Revolving Credit Facilities set forth in Section 4.02 without the written consent of the relevant Required Revolving Lenders under the relevant Revolving Credit Facility (it being understood that (A) amendments, modifications, supplements or waivers of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 4.02 have been satisfied regardless of whether the relevant Required Revolving Lenders shall have consented to such amendment, modification, supplement or waiver and (B) such consent of the relevant Required Revolving Lenders under the relevant Revolving Credit Facility shall be the only consent required hereunder to make such modifications to the conditions precedent set forth in Section 4.02). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document (a "Non-Consenting Lender") that requires the consent of each Lender or each affected Lender (or each Lender or each affected Lender with respect to a certain Facility) and that has been approved by the Required Lenders (or Required Term A Lenders, Required Term B Lenders, U.S. Required Revolving Lenders or Alternative Required Revolving Lenders, as applicable), the Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment

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contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).

10.02. Notices; Effectiveness; Electronic Communications.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or other form of electronic transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, the U.S. L/C Issuer or the U.S. Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the U.S. L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the U.S. L/C Issuer pursuant to Article II if such Lender or the U.S. L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to the Borrower, any Lender,

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the U.S. L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower's or the Administrative Agent's transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the U.S. L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the U.S. L/C Issuer and the U.S. Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the U.S. L/C Issuer and the U.S. Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the "Private Side Information" or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender's compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the "Public Side Information" portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent, U.S. L/C Issuer and Lenders. The Administrative Agent, the U.S. L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the U.S. L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the U.S. L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the U.S. L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the U.S. L/C Issuer or the U.S. Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as U.S. L/C Issuer or U.S. Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no

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Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Arrangers (limited, in the case of attorneys' fees to the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent, the Arrangers and the other agents and, if necessary, one local counsel in each applicable jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the U.S. L/C Issuer in connection with the issuance, amendment, renewal or extension of any U.S. Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the U.S. L/C Issuer (limited, in the case of attorneys' fees, to the fees, charges and disbursements of a single counsel for the Administrative Agent, single counsel for all Lenders, a single local counsel in each applicable jurisdiction and, if necessary, one conflicts counsel for all Lenders), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the U.S. L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses (limited, in the case of attorneys' fees, to the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent, single counsel for all Lenders, a single local counsel in each applicable jurisdiction and, if necessary, one conflicts counsel for all Lenders), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or U.S. Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the U.S. L/C Issuer to honor a demand for payment under an U.S. Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such U.S. Letter of Credit), (iii) any actual or alleged presence or Release or threat of Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower's or such Loan Party's directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. For the avoidance of doubt, this Section 10.04(b) shall not apply to Taxes other than Taxes that represent losses, claims, damages, etc. with respect to a non-Tax claim

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(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the U.S. L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the U.S. L/C Issuer or such Related Party, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the U.S. L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or U.S. L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or U.S. Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the U.S. L/C Issuer and the U.S. Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the U.S. L/C Issuer or any Lenders, or the Administrative Agent, the U.S. L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such U.S. L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each U.S. L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the U.S. L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06. Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (unless in connection with a transaction permitted under Section 7.04), and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security

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interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 10.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the U.S. L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in U.S. L/C Obligations and in U.S. Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section 10.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facilities, or $1,000,000, in the case of any assignment in respect of either Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the U.S. Swing Line Lender's rights and obligations in respect of U.S. Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund

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with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;

(C) the consent of the U.S. L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more U.S. Letters of Credit (whether or not then outstanding); and

(D) the consent of the U.S. Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facilities.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower's Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in U.S. Letters of Credit and U.S. Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to subsection (c) of this Section 10.06, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, and the surrender of any Notes held by the assigning Lender with respect to the assigned interest, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations, which shall be governed by Section 10.06(d).

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative Agent's Office a copy of each Assignment and Assumption delivered

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to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans and U.S. L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive absent manifest error and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Registrar information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participations in U.S. L/C Obligations and/or U.S. Swing Line Loans) owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the U.S. L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section 10.06, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections as if the Participant were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each participant's interest in the Loans or other obligations under this Agreement (the "Participant Register"). The entries in the Participant Register shall be conclusive, absent manifest error, and each person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The portion of any Participant Register relating to any Participant requesting payment from the Borrower or seeking to exercise its rights to the benefit of Section 10.08 shall be made available to the Borrower upon reasonable request.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Resignation as U.S. L/C Issuer or U.S. Swing Line Lender After Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), Bank of America may, (i) upon 30 days' notice to the Borrower and the Lenders, resign as the U.S. L/C Issuer and/or (ii) upon 30 days' notice to the Borrower, resign as the U.S. Swing Ling Lender. In the event of any such resignation as the U.S. L/C Issuer or the U.S. Swing

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Ling Lender, the Borrower shall be entitled to appoint from among the Lenders a successor U.S. L/C Issuer or U.S. Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as U.S. L/C Issuer or U.S. Swing Line Lender, as the case may be. If Bank of America resigns as the U.S. L/C Issuer, it shall retain all the rights, powers, privileges and duties of the U.S. L/C Issuer hereunder with respect to all U.S. Letters of Credit outstanding as of the effective date of its resignation as the U.S. L/C Issuer and all U.S. L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as the U.S. Swing Ling Lender, it shall retain all the rights of the U.S. Swing Ling Lender provided for hereunder with respect to U.S. Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding U.S. Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of successor U.S. L/C Issuer and/or U.S. Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring U.S. L/C Issuer or U.S. Swing Line Lender, as the case may be, and (b) the successor U.S. L/C Issuer shall issue letters of credit in substitution for the U.S. Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such U.S. Letters of Credit.

10.07. Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the U.S. L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.07, (ii) becomes available to the Administrative Agent, any Lender, the U.S. L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (iii) was independently developed by such Lender.

For purposes of this Section 10.07, "Information" means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the U.S. L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the U.S. L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each U.S. L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,

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provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such U.S. L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such U.S. L/C Issuer, irrespective of whether or not such Lender or such U.S. L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or such U.S. L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each U.S. L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such U.S. L/C Issuer or their respective Affiliates may have. Each Lender and each U.S. L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10. Counterparts; Integration; Effectiveness. This Agreement and each other Loan Document may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any U.S. Letter of Credit shall remain outstanding.

10.12. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of

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a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the U.S. L/C Issuer or the U.S. Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13. Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (ii) any Lender is a Defaulting Lender, (iii) any Lender is a Non-Consenting Lender or (iv) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and U.S. L/C Advances and, other than in the case of a Defaulting Lender, any premium thereon (assuming for this purpose that the Loans of such Lender were being prepaid) from the assignee and any amounts payable by the Borrower pursuant to Section 3.01, 3.04 or 3.05 from the Borrower (it being understood that the Assignment and Assumption relating to such assignment shall provide that any interest and fees that accrued prior to the effective date of the assignment shall be for the account of the replaced Lender and such amounts that accrue on and after the effective date of the assignment shall be for the account of the replacement Lender);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section 10.13, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender's Loans) subject to such Assignment and Assumption; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

10.14. Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY

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AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE U.S. L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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

10.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the Loan Parties acknowledge and agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger, are arm's-length commercial transactions between the Borrower, the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) each of the Borrower and the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower, the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose

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any of such interests to the Borrower, the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17. Electronic Execution of Assignments and Certain Other Documents. The words "execution," "signed," "signature," and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.18. USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering rules and regulations, including the Act.

10.19. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the "Agreement Currency"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

-114-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


GREEN MOUNTAIN COFFEE ROASTERS, INC.

By:		/s/ Frances G. Rathke
		Name: Frances G. Rathke
		Title: Chief Financial Officer

S-1


BANK OF AMERICA, N.A.,
as Administrative Agent

By:		/s/ Anne Zeschke
		Name: Anne Zeschke
		Title: Vice President

S-2


BANK OF AMERICA, N.A., as Lender,
U.S. L/C Issuer and U.S. Swing Line Lender

By:		/s/ Christopher S. Allen
		Name: Christopher S. Allen
		Title: Senior Vice President

S-3


SunTrust Bank, as Lender

By:		/s/ Keith A. Cox
		Name: Keith A. Cox
		Title: Managing Director

S-4


Cooperative Centrale raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch, as Lender

By:		/s/ Theodore W. Cox
		Name: Theodore W. Cox
		Title: Executive Director

By:		/s/ Brett Delfino
		Name: Brett Delfino
		Title: Executive Director

S-5


SOVEREIGN BANK, as Lender

By:		/s/ Karen Ng
		Name: Karen Ng
		Title: Senior Vice President

S-6


RBS Citizens N.A. as Lender

By:		/s/ Thomas F. McNamara
		Name: Thomas F. McNamara
		Title: Senior Vice President

S-7


ROYAL BANK OF CANADA as Lender

By:		/s/ Gordon MacArthur
		Name: Gordon MacArthur
		Title: Authorized Signatory

S-8


SUMITOMO MITSUI BANKING CORPORATION, as Lender

By:		/s/ Yasuhiko Imai
		Name: Yasuhiko Imai
		Title: Group Head

S-9


Wells Fargo Bank, N.A. as Lender

By:		/s/ Daniel M. Grondin
		Name: Daniel M. Grondin
		Title: Senior Vice President

S-10


CIBC INC., as Lender

By:		/s/ Eoin Roche
		Name: Eoin Roche
		Title: Executive Director

By:		/s/ Caroline Adams
		Name: Caroline Adams
		Title: Executive Director

S-11


HSBC Bank USA, National Association as Lender

By:		/s/ David A. Carroll
		Name: David A. Carroll
		Title: Vice President

S-12


TD Bank, N.A., as Lender

By:		/s/ Douglas Graham
		Name: Douglas Graham
		Title: Vice President

S-13


Farm Credit Services of America, PCA, as Lender

By:		/s/ Gary Mozour
		Name: Gary Mozour
		Title: Vice President

S-14


1^st FARM CREDIT SERVICES, PCA, as Lender

By:		/s/ Dale A. Richardson
		Name: Dale A. Richardson
		Title: Vice President, Capital Markets

S-15


COBANK, ACB, as Lender

By:		/s/ Hal Nelson
		Name: Hal Nelson
		Title: Vice President

S-16


BROWN BROTHERS HARRIMAN & CO., as Lender

By:		/s/ J. Edward Hall
		Name: J. Edward Hall
		Title: Managing Director

S-17

SCHEDULE 1.01

EXISTING LETTERS OF CREDIT


LC#	Amount		Beneficiary	Expiration Date
68053882	$	25,000.00	Tim Burchett, Knox County Mayor	3/27/11
68051579	$	304,750.00	The Travelers Indemnity Company	7/31/11
68020318	$	345,256.67	Brookview Investments, LLC	8/20/11
68053464	$	1,060,000.00	Liberty Mutual Insurance Company	9/29/11

SCHEDULE 2.01

COMMITMENTS AND APPLICABLE PERCENTAGES


Lender	Term A Commitment		Term B Commitment		U.S. Revolving Credit Commitment		Alternative Revolving Credit Commitment		Term A Applicable Percentage			Term B Applicable Percentage			U.S. Revolving Credit Applicable Percentage			Alternative Revolving Credit Applicable Percentage
Bank of America, N.A.	$	27,916,666.67	$	550,000,000	$	50,250,000.00	$	22,333,333.33		11.16666668	%		100.000000000	%		11.166666667	%		11.166666665	%
SunTrust Bank		27,777,777.78				50,000,000.00		22,222,222.22		11.111111112						11.111111111			11.111111110
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank", New York Branch		26,388,888.89				47,500,000.00		21,111,111.11		10.555555556						10.555555556			10.555555555
Sovereign Bank		26,388,888.89				47,500,000.00		21,111,111.11		10.555555556						10.555555556			10.555555555
RBS Citizens N.A.		20,833,333.33				37,500,000.00		16,666,666,67		8.333333332						8.333333333			8.333333335
Royal Bank of Canada		20,833,333.33				37,500,000.00		16,666,666.67		8.333333332						8.333333333			8.333333335
Sumitomo Mitsui Banking Corporation		20,833,333.33				37,500,000.00		16,666,666.67		8.333333332						8.333333333			8.333333335
Wells Fargo Bank, N.A.		20,833,333.33				37,500,000/00		16,666,666.67		8.333333332						8.333333333			8.333333335
CIBC Inc.		13,888,888.90				13,444,444.44		22,666,666.66		5.555555560						2.987654320			11.333333330
HSBC Bank USA, National Association		13,888,888.89				25,000,000.00		11,111,111.11		5.555555556						5.555555556			5.555555555
TD Bank, N.A.		12,500,000.00				22,500,000.00		10,000,000.00		5.000000000						5.000000000			5.000000000
Farm Credit Services of America, PCA		6,111,111.11				15,888,888.89				2.444444444						3.530864198
1st Farm Credit Services, PCA		4,166,666.66				10,833,333.34				1.666666664						2.407407409
CoBank, ACB		4,166,666.67				10,833,333.33				1.666666668						2.407407407
Brown Brothers Harriman & Co.		3,472,222.22				6,250,000.00		2,777,777.78		1.388888888						1.388888889			1.388888890
Total	$	250,000,000	$	550,000,000	$	450,000,000	$	200,000,000		100.000000000	%		100.000000000	%		100.000000000	%		100.000000000	%

SCHEDULE 5.08(b)

EXISTING LIENS


Entity	Jurisdiction	File/Registration Number	Collateral Description	Lienholder
Green Mountain Coffee Roasters, Inc.	Delaware	2009 1193702	Leased Equipment	NMHG Financial Services, Inc.

Green Mountain Coffee Roasters, Inc.	Delaware	2009 1206264	Leased Equipment	Farnam StreetFinancial, Inc.

Green Mountain Coffee Roasters, Inc.	Delaware	2010 2118184	All right, title and interest in the Renewable Energy Credits	Nativeenergy, Inc.

Green Mountain Coffee Roasters, Inc.	Delaware	2010 2118184 (Amdt. 2010 3440272)	All right, title and interest in the Renewable Energy Credits	Charles Kireker

Green Mountain Coffee Roasters, Inc.	Delaware	2010 2118184 (Amdt. 2010 3440355)	All right, title and interest in the Renewable Energy Credits	Paul Growald

Keurig, Incorporated	Delaware	6379871 7	Specific Equipment	Crown Credit Company

Diedrich Coffee, Inc.	Delaware	2009 0365897	Leased Equipment	NMHG Financial Services, Inc.

Diedrich Coffee, Inc.	Delaware	2009 0365905	Leased Equipment	NMHG Financial Services, Inc.

Diedrich Coffee, Inc.	Delaware	2009 0625274	Specific Equipment	Air Liquide Industrial U.S. LP

Diedrich Coffee, Inc.	Delaware	2009 3104715	Leased Equipment	General Electric Capital Corporation

Diedrich Coffee, Inc.	Delaware	2009 3666101	Leased Equipment	NMHG Financial Services, Inc.

Timothy's World Coffee	New Brunswick	19465434	All equipment and goods manufactured or distributed by creditor.	S.S. Kemp & Co

Timothy's Coffee of the World Inc.	Ontario	651550752 – 20090213 1704 8077 9809	Equipment, Accounts, Other Equipment as described on leases, from time to time leased by the secured party to the debtor and any proceeds thereof, together with all replacement parts, accessories and attachments.	MCAP Leasing Inc.

Timothy's Coffee of the World Inc.	Ontario	650712843 – 20081223 1703 8077 6316	Equipment, Accounts, Other	Leasebank Credit Corporation


Entity	Jurisdiction	File/ Registration Number	Collateral Description	Lienholder
Timothy's World Coffee	British Columbia	653608A	Specific equipment. Proceeds: goods, securities, instruments, documents of title, chattel paper, intangibles, all as defined in the Personal Property Security Act of British Columbia and regulations thereunder, derived directly or indirectly from any dealings with the original collateral. All of the debtor's present and after acquired personal property as defined in the Personal Property Security Act of British Columbia and regulations thereunder.	Canadian Imperial Bank of Commerce

Van Houtte Inc.	Ontario	640860048 – 20071121 1924 1651 3594	Inventory, Equipment, Amount Secured: $38,706, Date of Maturity 06NOV2013 Mailing equipment. All items as defined and listed in Pitney Bowes contractd (sic) # 559562, 559564 and 559565.	Pitney Bowes of Canada Ltd.

Van Houtte Inc.	Ontario	639580734 – 20071002 1825 1651 3474	Inventory, Equipment, Amount Secured: $32,900, Date of Maturity 20SEP2013 Mailing equipment. All items as defined and listed in Pitney Bowes contracts # 556299, 556301 and 556300.	Pitney Bowes of Canada Ltd.

Van Houtte Inc	Ontario	614704149 – 20050502 1052 1529 1271	Inventory, Other, Motor Vehicles, 2005 Freightliner CL12064S, VIN listed Together with all attachments accessories accessions replacements substitutions additions and improvements thereto, including, but not limited to Xata and Qualcomm Systems, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral	Penske Truck Leasing Canada Inc Locations de Camions Penske Canada Inc

Van Houtte Coffee Services Inc.	Ontario	631240218 – 20061207 1035 1529 9845	Consumer Goods, Other, Motor Vehicles, Amount Secured: $55,270, Date of Maturity: 02DEC2010, 2006 Infiniti G35, VIN listed	Nissan Canada Inc.

Groupe Van Houtte Inc. Van Houtte S.E.C.	Quebec	07-0726595-0002	Pursuant to a lease agreement dated December 20, 2007, the following moveable property: 1 new 2007 crown forklift truck, model: pe4500, serial: 6a255965 and all proceeds thereof.	Citicorp Vendor Finance, Ltd.

Van Houtte Coffee Services Inc.	Quebec	08-0374045-0001	Ford Mustang GT CONV 2005 Serial number : 1ZVFT85HX55217576	Bodkin Leasing Corporation


Entity	Jurisdiction	File/ Registration Number	Collateral Description	Lienholder
Van Houtte Coffee Services Inc.	Quebec	08-0213885-0003	Ford Focus 2007 Serial number : 1FAFP36N07W176022	Ford Credit Canada Leasing

VKI Technologies Inc.	Quebec	10-0621489-0001	Copieurs – numerique – all goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. proceeds: goods, chattel paper, securities, money, crops, licences and intangibles.	CBSC Technologies Inc.

VKI Technologies Inc.	Quebec	07-0481720-0001	All goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. proceeds: goods, chattel paper, securities, accounts, inventory, documents of title, instruments, money, crops, licenses and intangibles.	CBSC Capital

VKI Technologies Inc.	Quebec	05-0013839-0003	Copier IRC3220, IRC 5000 together with all attachments and accessories with all attachments, accessories and proceeds thereof including insurance proceeds and indemnities	CBSC Capital Inc.

Van Houtte Coffee Service	Quebec	08-0170236-0011	Toyota Prius 2008 Serial number : JTDKB20U283348393	Toyota Credit Canada Inc.

Van Houtte Inc.	Quebec	07-0022245-0001	(a) the universality of all moveable improvements, equipment, machinery, furniture and trade fixtures of any kind, present and future, located on or upon the leased premises situated at 359 President Kennedy, Montreal, Quebec H3A 1J5, or used directly or indirectly in connection with the business of the tenant carried on at the leased premises, including all indemnities or proceeds paid under insurance contracts or policies pertaining to or covering such movables; and (b) the universality of all property in stock, raw material, work in progress and inventory, present and future, situated on or upon the leased premises located at 359 President Kennedy, Montreal, Quebec H3A 1J5 or used directly or indirectly in connection with the business of the tenant carried on at the leased premises, including all indemnities or proceeds paid under insurance contracts or policies pertaining to or covering such movables.	Goldcastle Holdings Ltd.

Van Houtte Inc.	Quebec	06-0063013-0001	A list of equipment is included and available with the RPMRR summary.	9132-8948 Quebec Inc.


Entity	Jurisdiction	File/ Registration Number	Collateral Description	Lienholder
Van Houtte Inc.	Quebec	05-0246352-0001	FREIGHTLINER CL12064S Serial number : 1FUJA6CK15LV03486 The vehicle FREIGHTLINER CL12064S, serial number 1FUJA6CKX5LV03485, was release from this lease registration on or about September 28, 2009.	Penske Truck Leasing Canada Inc.

Van Houtte Inc.	Quebec	02-0507761-0001	(a) the universality of all moveable improvements, equipment, machinery, furniture and trade fixtures of any kind, present and future, located on or upon the leased premises or used directly or indirectly in connection with the business of the tenant carried on at the leased premises, including all indemnities or proceeds paid under insurance contracts or policies pertaining to or covering such movables; and (b) the universality of all property in stock, raw material, work in progress and inventory, present and future, situated on or upon the leased premises located or used directly or indirectly in connection with the business of the tenant carried on at the leased premises, including all indemnities or proceeds paid under insurance contracts or policies pertaining to or covering such movables.	3544648 Canada Inc.

Van Houtte Inc.	Quebec	03-0388427-0001	All of the rights, title and interests of the constituant in and to the following universalities: (i) the universality of all moveable improvements, equipment, machinery, furniture and trade fixtures of every kind, present and future, located on or upon the premises of the constituant and bearing civic number 1010 de Serigny, ground floor, Longueuil, Quebec J4K 5G7, or used directly or indirectly in connection with the business of the constituant carried on at the premises bearing civic number 1010 de Serigny, ground floor, Longueuil, Quebec J4K 5G7, including all indemnities or proceeds paid under insurance contracts or policies pertaining to or covering such moveables; (ii) the universality of all property in stock, raw material, work in process and inventory, present and future, situated on or upon the premises of the constituant bearing civic number 1010 de Serigny, ground floor, Longueuil, Quebec J4K 5G7 or used directly or indirectly in connection with the business of the tenant carried on at the premises of the constituant bearing civic number 1010 de Serigny, ground floor, Longueuil, Quebec J4K 5G7, including all indemnities or proceeds paid under insurance contracts or policies pertaining to or covering such movables.	1001 Deserigny Holding Limited


Entity	Jurisdiction	File/ Registration Number	Collateral Description	Lienholder
Van Houtte Inc.	Quebec	10-0263156-0001	The Assignor sold, assigned, conveyed and transfered (sic) to the assignee all accounts receivable, trade accounts, notes receivable, book debts and other debts due or accruing due to the Assignor exclusively with respect to the business and operations of the Assignor related to coffee roasting, packaging and distribution for home consumption through retail channels such as supermarkets, cafe bistros and the manufacture of coffeemakers such business and operations are conducted by the Assignor, immediately prior to 8:00 am on July 19, 2007, including without limitation all movable hypothec related to such accounts receivable. Van Houtte, S.E.C. acts through its general partner Van Houtte Inc. formerly known as 4417909 Canada Inc.	Van Houtte, S.E.C.

Cafe Van Houtte S.E.C.	Quebec	07-0019723-0017	Hyundai Elantra 2007 Serial number : KMHDU45D27U056612	Corporation Credilinx

Van Houtte L.P.	Quebec	08-0391560-0001	Trade mark Brulerie St-Denis registered under the terms of the Trade-Marks Act on November 3, 1989, under number TMA 362,023. Trade mark Brulerie St-Denis & Design registered under the terms of the Trade-Marks Act on November 3, 1995 under number TMA 449,576. Trade mark BFD registered under the terms of the Trade-Marks Act on September 1st, 1998 under number TMA 499,900	La Maison Du Cafe (Stdenis) Inc.

L'Authentique Pose-Cafe Inc.	Quebec	00-0276969-0001	Universality of the claims present and future.	Caisse Populaire Desjardins De Saintgeorges, Beauce (now doing business as Caisse Desjardins du Sud de la Chaudiere)

L'Authentique Pose-Cafe Inc.	Quebec	00-0276966-0001	Universality of the accounts receivable, claims and stock present and future.	Caisse Populaire Desjardins De Saintgeorges, Beauce (now doing business as Caisse Desjardins du Sud de la Chaudiere)

L'Authentique Pose-Cafe Inc.	Quebec	00-0276959-0001	Universality of the movable property present and future.	Caisse Populaire Desjardins De Saintgeorges, Beauce (now doing business as Caisse Desjardins du Sud de la Chaudiere)


Entity	Jurisdiction	File/ Registration Number	Collateral Description	Lienholder
L'Authentique Pose-Cafe Inc.	Quebec	06-0649471-0005	Specific equipment. A list of the equipment is included and available with the RPMRR summary.	Caisse Populaire Desjardins De Saintgeorges, Beauce (now doing business as Caisse Desjardins du Sud de la Chaudiere)

L'Authentique Pose-Cafe Inc.	Quebec	06-0649471-0004	Specific equipment. A list of the equipment is included and available with the RPMRR summary.	Caisse Populaire Desjardins De Saintgeorges, Beauce (now doing business as Caisse Desjardins du Sud de la Chaudiere)

L'Authentique Pose-Cafe Inc.	Quebec	06-0649471-0003	Specific equipment. A list of the equipment is included and available with the RPMRR summary	Caisse Populaire Desjardins De Saintgeorges, Beauce (now doing business as Caisse Desjardins du Sud de la Chaudiere)

L'Authentique Pose-Cafe Inc.	Quebec	06-0649471-0002	Specific equipment. A list of the equipment is included and available with the RPMRR summary	Caisse Populaire Desjardins De Saintgeorges, Beauce (now doing business as Caisse Desjardins du Sud de la Chaudiere)

L'Authentique Pose-Cafe Inc.	Quebec	06-0649471-0001	Specific equipment. A list of the equipment is included and available with the RPMRR summary. Note: A correction was registered on November 29, 2006 at 12:06 p.m. under number 06-0690517-0001 in order to release few equipment.	Caisse Populaire Desjardins De Saintgeorges, Beauce (now doing business as Caisse Desjardins du Sud de la Chaudiere)

L'Authentique Pose-Cafe Inc.	Quebec	10-0513608-0001	A list of equipment is included and available with the RPMRR summary	Caisse Desjardins du Sud de la Chaudiere

Pause Cafe Estrie Inc.	Quebec	09-0718307-0005	All the rights and indemnity of insurance, claims or sums of money coming from the hiring, the sale or another alienation of the movable property described below, including the sums in deposit in any financial institution. Ford Econoline, Van Cutawa Serial number : 1FDXE4FS8ADA08322	Caisse Desjardins Du Lac-Memphremagog

Pause Cafe Estrie Inc.	Quebec	09-0718307-0003	Universality of the movable property present and future.	Caisse Desjardins Du Lac-Memphremagog

Pause Cafe Estrie Inc.	Quebec	09-0718307-0002	Universality of the claims present and future.	Caisse Desjardins Du Lac-Memphremagog


Entity	Jurisdiction	File/ Registration Number	Collateral Description	Lienholder
Pause Cafe Estrie Inc.	Quebec	09-0718307-0001	Universality of the claims and universality of the stock present and future.	Caisse Desjardins Du Lac-Memphremagog

Pause Cafe Estrie Inc.	Quebec	09-0442504-0001	Specific equipment. A list of the equipment is included and available with the RPMRR summary.	Bank of Nova Scotia

Van Houtte Group, Inc.	Quebec	10-0263156-0001	All accounts receivable due or accruing due exclusively with respect to the business and operations of the Assignor related to coffee roasting, packaging and distribution for home consumption through retail channels such as supermarkets, café bistros and the manufacture of coffeemakers such business and operations are conducted by the Assignor, immediately prior to 8:00 am on July 19, 2007.	Van Houtte, L.P.

SCHEDULE 5.08(d)(ii)

LEASED REAL PROPERTY (LESSOR)


Entity	Address	County	Consent Needed by Lessee for Transaction
Diedrich Coffee, Inc	2314 Northwest Lovejoy, Portland OR, 97209	Multnomah	No
Green Mountain Coffee Roasters, Inc	80 Rear Industrial Way, Wilmington, MA	Middlesex	No

SCHEDULE 5.12(d)

PENSION PLAN OBLIGATIONS AND LIABILITIES

None.

SCHEDULE 6.12

GUARANTORS

Keurig, Incorporated

Diedrich Coffee, Inc.

SCHEDULE 6.18

POST-CLOSING MATTERS

1. Within 60 days of the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall remove the debtor name and address from those Personal Property Security Act Financing Statements currently on file as set forth below and any other Personal Property Security Financing Statements on Schedule 5.08(b) that do not represent valid liens as of the Closing Date.


Entity	Jurisdiction	File/ Registration Number	Collateral Description	Lienholder
Timothy's World Coffee Inc.	Ontario	664902621 – 20101004 1422 1031 8990	Inventory, Equipment, Accounts, Other, Amount Secured: $518, Date of Maturity: 04OCT2015	Her Majesty the Queen in Right of Ontario as Represented by the MOR

Timothy's World Coffee	Ontario	664341246 – 20100910 1211 2505 0950	All equipment and goods manufactured or distributed by creditor,	S.S. Kemp & Co.

Timothy's World Coffee	Ontario	664342479 – 20100910 1305 2505 0951	All equipment and goods manufactured or distributed by creditor.	S.S. Kemp & Co.

Timothy's World Coffee	Ontario	660884004 – 20100427 1702 1462 1436	Inventory, Equipment, Accounts, Other, Amount Secured: $1,360,000	Shinhan Bank Canada

Timothy's World Coffee	Ontario	660884013 – 20100427 1702 1462 1437	Inventory, Equipment, Accounts, Other, Amount Secured: $80,000	Shinhan Bank Canada

Timothy's World Coffee	Ontario	660551004 – 20100414 1153 1031 3494	Inventory, Equipment, Accounts, Other, Amount Secured: $9,834, Date of Maturity: 14APR2015	Her Majesty the Queen in Right of Ontario Represented by MOR

Timothy's World Coffee	Ontario	652634208 – 20090408 1746 1532 4098	Equipment, Other Complete full address of the debtors as follows 25 The West Mall – Sherway Garden Suite 1063 Etobicoke, ON M9C 1B8	The Bank of Nova Scotia – Toronto Document Centre

Timothy's World Coffee	Ontario	651743802 – 20090226 1637 1532 1099	Inventory, Equipment, Accounts, Other	The Bank of Nova Scotia – Toronto Document Centre

Timothy's World Coffee	Ontario	651743811 – 20090226 1638 1532 1100	Equipment, Other	The Bank of Nova Scotia – Toronto Document Centre


Entity	Jurisdiction	File/ Registration Number	Collateral Description	Lienholder
Timothy's World Coffee	Ontario	649668744 – 20081103 1437 1092 3537	Inventory, Equipment, Accounts, Other, Motor Vehicles	Bank of Montreal

Timothy's World Coffee	Ontario	647692317 – 20080813 1043 1529 4436	Equipment, Other, Motor Vehicles, 2008 Mercedes-Benz S550V4M, VIN listed	DCFS Canada Corp. Mercedes-Benz Financial

Timothy's World Coffee	Ontario	641728593 – 20080102 1951 1531 5238	Inventory, Equipment, Accounts, Other	The Bank of Nova Scotia – Toronto Document Centre

Timothy's World Coffee	Ontario	641305989 – 20071211 1403 1862 0573 Amended by 20080109 1947 1531 1361	Inventory, Equipment, Accounts, Other	Scotiabank (The Bank of Nova Scotia – Toronto Document Centre)

Timothy's World Coffee	Ontario	625885092 – 20060606 1943 1531 8766	Inventory, Equipment, Accounts, Other, Motor Vehicles	Toronto Dominion Bank

Timothy's World Coffee	Ontario	623937708 – 20060403 1946 1531 5576	Inventory, Equipment, Accounts, Other	The Bank of Nova Scotia – (Central SBSC)

Timothy's World Coffee	Ontario	619851375 – 20051020 1948 1530 4569 Renewed by 20101014 1449 1530 5146	Inventory, Equipment, Accounts, Other, Motor Vehicles	The Toronto-Dominion Bank – 59266 CAS 3472

Timothy's World Coffee	Ontario	619851384 – 20051020 1948 1530 4570	Equipment, Other	The Toronto-Dominion Bank – 59266 CAS 3472

Timothy's World Coffee	Ontario	615002499 – 20050510 1954 1531 8719	Equipment, Other	The Bank of Nova Scotia – (Central SBSC)

Timothy's World Coffee	Ontario	612801774 – 20050218 1940 1531 9131	Equipment, Other	The Bank of Nova Scotia – (Central SBSC)

Timothy's World Coffee	Ontario	610078365 – 20041026 1021 1092 2214	Inventory, Equipment, Accounts, Other, Motor Vehicles	Bank of Montreal

Timothy's World Coffee	Ontario	880900137 – 20020227 1829 1531 9316	Inventory, Equipment, Accounts, Other, Motor Vehicles	The Toronto-Dominion Bank – 632 College St 06772 CAS 3472


Entity	Jurisdiction	File/ Registration Number	Collateral Description	Lienholder
Timothy's World Coffee	Ontario	880900146 – 20020227 1829 1531 9317	Equipment, Other	The Toronto-Dominion Bank – 632 College St 06772 CAS 3472

MMMarvellous MMMuffins	Ontario	658663182 – 20100111 1455 1530 0817	Inventory, Equipment, Accounts, Other, Motor Vehicles	The Toronto-Dominion Bank –19932

Timothy's World Coffee Polo Park (sic)	Manitoba	200806974004	The security interest is taken in all of the debtor's present and after-acquired personal property. Registered under the Tax Administration and Miscellaneous Taxes Act Additional Information: The Retail Sales Tax Act	Government of Manitoba Department of Finance Taxation Division

Timothy's Coffee of the World Inc.	Ontario	646440885 - 20080626 1708 1462 2460	Equipment, Other	Xerox Canada Ltd

Timothy's World Coffee	Nova Scotia	11315488	All present and after acquired personal property.	The Toronto Dominion Bank

2. Within 30 days of the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall use its commercially reasonable efforts to obtain an endorsement that lists the Administrative Agent as a mortgagee/loss payee under the Borrower's property insurance policy.

SCHEDULE 7.02

EXISTING INDEBTEDNESS

A. Existing Indebtedness

Payments owing under the Master Agreement among, inter alia, Van Houtte L.P., La Maison du Café (St-Denis) Inc. and Michael Logothetis dated June 20, 2008. C$1,600,000 outstanding as of the Closing Date.

Non-compete note payable by Filterfresh Coffee Service Inc. to S. Bishins and M. Klein, dated September 30, 2007, pursuant to which C$45,687 is owed to each as of the Closing Date.

Credit Agreement, dated October 25, 2007, between JPMorgan Chase Bank, N.A. and Corporate Coffee Systems LLC, amended October 5, 2009. Outstanding amounts as of the Closing date include the following:

(a)

Term note in the amount of C$300,000, dated October 5, 2009, payable to JPMorgan Chase Bank, N.A. by Corporate Coffee Systems LLC.

(b)

Advised Line of Credit Note in the amount of C$750,000, dated October 5, 2009, payable to JPMorgan Chase Bank, N.A. by Corporate Coffee Systems LLC. Approximately C$400,000 outstanding as of the Closing Date.

(c)

Term note in the amount of C$50,000, dated October 1, 2008, payable to JPMorgan Chase Bank, N.A. by Corporate Coffee Systems LLC.

Payments owing under the Asset Purchase Agreement entered into between Corporate Coffee Systems, LLC and Bross Food Enterprises, Inc. dated September 30, 2009. Amount outstanding is approximately C$79,670 as of the Closing Date.

Payments owing for the purchase of 8 vehicles by Corporate Coffee Systems, LLC acquired on various dates. Amount outstanding is approximately C$46,977 as of the Closing Date.

Payments owing for the purchase by Corporate Coffee Systems, LLC of an IBM computer system. Amount outstanding is approximately C$38,722 as of the Closing Date.

Term Loan Renewal Agreement dated June 13, 2008 with an amount of C$101,750 outstanding as of the Closing Date, payable to Caisse Populaire du Sud de la Chaudière by L'Authentique Pose Café Inc.

Term Loan Renewal Agreement dated December 8, 2008 with an amount of C$30,533 outstanding as of the Closing Date, payable to Caisse Populaire du Sud de la Chaudière by L'Authentique Pose Café Inc.

Term note with an amount of C$951 outstanding as of the Closing Date, payable by Authentique Pose Café to Neopost.

Loan Agreement dated July 28, 2010 in the amount of C$242,667, payable to Caisse Desjardins du Sud de la Chaudière by L'Authentique Pose Café Inc.

Loan with an amount of C$35,065 outstanding as of the Closing Date payable to Caisse Desjardins du Lac Memphrémagog by Pause Café Estrie Inc.

Debt in respect of existing liens set forth on Schedule 5.08(b) not associated with indebtedness identified above, totaling approximately $2,200,000 and C$35,000 as of the Closing Date.

B. Leases

Lease for office furniture with an amount of C$5,485 outstanding as at the Closing Date payable to Roynat Financing by Pause Café Estrie Inc.

The following are leases that have been classified as operating leases by the Acquired Business. To the extent any such leases are reclassified under GAAP as capital leases, they shall constitute Indebtedness:


Lessee	Address	Landlord	Rent and Expiration
Van Houtte Inc. (currently Van Houtte Group Inc.)	Units 120-123, 9 Burbidge Street, Coquitlam, B.C.	Pinnacle International Realtygroup II, as agent and manager for Mondi Properties (Burbidge) Inc.	Expiry Date: 05/31/2014 Annual Rent: $225,601.20

Heritage Coffee Co. Ltd. (as Subleasee)	63B Clipper Street, Coquitlam, B.C.	15792 Enterprises Ltd.	Expiry Date: 04/30/2012 Annual Rent: $55,800

Van Houtte Coffee Services Inc.	822 Kootenay Street North, Cranbrook, B.C.	Williams Moving and Storage (Cranbrook) Ltd.	Expiry Date: 06/30/2012 Annual Rent: $22,763

Van Houtte Coffee Services Inc.	4-5 - 1121, 12th Street, Kamloops, B.C.	Mascot Holdings Ltd., JJG Properties Ltd. and Cliffhouse Investments Ltd.	Expiry Date: 03/31/2011 Annual Rent: $3,340.87

Van Houtte Coffee Services Inc.	105-2250 Acland Road, Kelowna, B.C.	Argus Industries Ltd. and Midwest Ventures Ltd.	Expiry Date: 09/30/2012 Annual Rent: 10/01/10 to 09/30/11: $42,500.04 10/01/11 to 09/30/12: $43,749.96

Red Carpet Food Systems Inc. (currently Van Houtte Coffee Services Inc.)	425 Madsen Road., Nanaimo, B.C.	TDT Developments Ltd.	Expiry Date: 8/31/2012 Annual Rent: $52,398


Lessee	Address	Landlord	Rent and Expiration
Van Houtte Coffee Services Inc.	1722 Ogilvie Street, Prince George, B.C. V2N 1W9	Whyte Masonry Construction Ltd.	Expiry Date: 04/30/2015 Annual Rent: $50,836.50

Van Houtte Inc. (currently Van Houtte Group Inc.)	101-2905 Kenney Street, Terrace, B.C.	Progressive Ventures Ltd.	Expiry Date: 06/30/2011 Annual Rent: $16,080

Van Houtte Coffee Services Inc.	Unit P, 511 David Street, Victoria, B.C.	Condor Investments Ltd.	Expiry Date: 03/31/2011 Annual Rent: $15,399.96

Van Houtte Coffee Services Inc.	Suite 211, 280 Midpark Way SE, Calgary, A.B.	Ivag investments Ltd. and Midnapore Property Investments Inc., carrying on business under the name Midpark Joint Venture	Expiry Date: 12/31/2011 Annual Rent: Premises: $46,801.00 8 parking stalls: $1,800

Van Houtte Coffee Services Inc.	Unit 1, 2915 10th Avenue, NE, Calgary, A.B.	SREIT (West No. 2) Ltd. Represented by ING Real Estate Canada LP	Expiry Date: 06/30/2013 Annual Rent: 07/01/2010 to 06/30/2011: $184,800 07/01/2011 to 06/30/201: $193,200 07/01/2012 to 06/30/2013: $204,000

Van Houtte Coffee Services Inc.	Unit 1, 920-28 Street NE, Calgary, A.B., T2A 6K1	SREIT (West No. 2) Ltd. Represented by ING Real Estate Canada LP	Expiry Date: 06/30/2013 Annual Rent: 07/01/2010 to 06/30/2011: $54,593 07/01/2011 to 06/30/2012: $57,074.50 07/01/2012 to 06/30/2013: $60,265

Red Carpet Food Systems Inc. (currently Van Houtte Coffee Services Inc.)	7620 Yellowhead Trail, Lot 3 Plan 3354 RS, Edmonton, A.B.	ISLE Wood Holdings Ltd.	Expiry Date: 11/30/2012 Annual Rent: $119,801.50

Van Houtte Coffee Services Inc.	11217 – 11219, 91 Avenue, Grande Prairie, A.B.	Velders Investments Inc.	Expiry Date: 11/30/2013 Annual Rent: 12/01/2010 to 11/30/2011: $28,500 12/01/2011 to 11/30/2013: $30,000

Van Houtte Coffee Services Inc.	602A Clay Ave. S.E., Medecine Hat, A.B.	Cypress Bingo Society	Expiry Date: 03/31/2011 Annual Rent: $46,749.96

Gas City Vending Ltd. (as Sublessee)	602 A Clay Ave. S.E., Medecine Hat, A.B.	Van Houtte Coffee Services Inc. (as Sublessor)	Expiry Date: 03/31/2011 Annual Rent: $16,362.50


Lessee	Address	Landlord	Rent and Expiration
Van Houtte Coffee Services Inc.	2-3 – 7819, 50Avenue Red Deer, A.B.	588250 Alberta Ltd.	Expiry Date: 03/31/2014 Annual Rent: 04/01/2010 to 03/31/2011: $80,376 04/01/2011 to 03/31/2012: $87,360 04/01/2012 to 03/31/2013: $87,360 04/01/2013 to 03/31/2014: $94,344

Van Houtte Coffee Services Inc.	Bay #2, 6310, 50 Avenue, Lloydminister, A.B.	1218340 Alberta Ltd.	Expiry Date: 05/31/2012 Annual Rent: $12,285

Van Houtte Coffee Services Inc.	6-574 39th Street North Lethbridge, A.B.	Urban Property Management Ltd.	Expiry Date: 08/31/2013 Annual Rent: $20,850

Van Houtte Coffee Services Inc.	1331 Hamilton Street, Regina, S.K.	Hamilton Plaza Joint Venture	Expiry Date: 09/30/2012 Annual Rent: $66,628.98

Red Carpet Food System Inc. o/a Red Carpet Food Services (currently Van Houtte Coffee Services Inc.)	3235 Miners Avenue, Saskatoon, S.K.	Jancy Holding Ltd. and Perception Properties Ltd.	Expiry Date: 12/31/2012 Annual Rent: 07/01/2010 to 12/31/2010: $91,800 01/01/2011 to 12/01/2011: $102,000 01/01/2012 to 12/31/2012: $107,100

Van Houtte Coffee Services Inc.	385 Parkview Road, Yorkton, S.K..	Jami Holdings Ltd.	Expiry Date: 07/31/2013 Annual Rent: $6,638.04

Van Houtte Coffee Services Inc.	3-9802 – 27th avenue, North Battleford, S.K.	Bradrick Holdings Ltd.	Expiry Date: 07/31/2012 Annual Rent: $9,600

Van Houtte Coffee Services Inc.	7-8-350 Keewatin Street, Winnipeg, M.B.	Crystal Properties Ltd. acting as agent for Keewatin Square Ltd.	Expiry Date: 06/30/2011 Annual Rent: $41,142.55

Van Houtte Coffee Services Inc.	1-2-1451 Richmond Avenue East, Brandon, M.B.	4315294 Manitoba Ltd.	Expiry Date: 02/29/2012 Annual Rent: $19,500

Van Houtte Coffee Services Inc.	Unit 1, 775 Industrial Road, London, ON	Allied Coffee Corp.	Expiry Date: 01/31/2012 Annual Rent: 02/01/2010 to 01/31/2011: $38,430 02/01/2011 to 01/31/2012 $39,060

Van Houtte Coffee Services Inc.	1870 Courtney Park Drive, Mississauga, ON	bcIMC Realty Corporation	Expiry Date: 07/31/2013 Annual Rent: 08/01/2010 to 07/31/2011: $176,731,00 08/01/2011 to 07/31/2012: $178,156.25


Lessee	Address	Landlord	Rent and Expiration
Van Houtte Coffee Services Inc.	Unit 9 & Unit 9A, 12 Ontario Street, Orillia, ON	1140263 Ontario Limited	Expiry Date: 11/30/2013 Annual Rent: $14,848.05

Van Houtte Inc. (currently Van Houtte Group Inc.)	575 West Hunt Club Road, Ottawa (Nepean), ON K2G 5W5	Boblo Inc.	Expiry Date: 10/31/2011 Annual Rent: $122,400

Van Houtte Inc. (currently Van Houtte Group Inc.)	Unit 16, 428 Millen Road, Stoney Creek, ON	Rosenblar Holdings Inc.	Expiry Date: 12/31/2013 Annual Rent: 01/01/2010 to 12/31/2012: $60,446.82 01/01/2012 to 12/31/2013: $62,053.38

Van Houtte Coffee Services Inc.	269 Levesque St., Sudbury, ON	Lo-Ray Investments	Expiry Date: 09/30/2011 Annual Rent: $26,208

Van Houtte Coffee Services Inc.	Unit 2, 265 Frobisher Drive, Waterloo, ON	Algre Holdings Limited	Expiry Date: 03/31/2015 Annual Rent: 03/31/2012: $42,240 04/01/2012 to 03/31/2015: $45,120

Van Houtte Coffee Services Inc.	Unit 5, 977 Alloy Drive, Thunder Bay, ON	Tom Jones & Sons Limited	Expiry Date: 06/30/2011 Annual Rent: $43,175.00

Van Houtte L.P.	8280, 19th Avenue, Montreal, QC	8220, 19th Avenue Investments Limited	Expiry Date: 08/31/2018 Annual Rent: 07/01/2008 to 06/30/2013: $223,285 07/01/2013 to 08/31/2018: $245,613.50

Van Houte S.E.C.	Unit 14 and 15, 2555 Watt Street, QC	Société Immobilière Bruno Roussin Inc.	Expiry Date: 04/30/2014 Annual Rent: $21,600

Pause-Café Estrie Inc.	8241. Bourque Blvd., Deauville, QC	9116-0523 Québec Inc.	Expiry Date: 05/31/2015 Annual Rent: 06/01/2010 to 05/31/2011: $72,531.60 Rent to increase on each anniversary based on the Consumer Price Index. Copy of the lease has been requested.

Café Selena Inc. (currently Van Houtte Group Inc.)	Local A & B, 8211-8247, 17th Avenue, Montreal, QC	165149 Canada Inc.	Expiry Date: 10/31/2012 Annual Rent: Local A: $185,098.56 Local B: $185,744.52

Van Houtte Inc. (currently Van Houtte Group Inc.)	8275, 17th Ave., Montreal, QC	Grand Prix Import Inc.	Expiry Date: 09/30/2012 Annual Rent: $13,973.30


Lessee	Address	Landlord	Rent and Expiration
Van Houtte Coffee Services S.E.C	Unit 6, 3000 Watt Street, Sainte-Foy, QC	Les Immeubles Roussin Ltée	Expiry Date: 06/30/2013 Annual Rent: 07/01/2010 to 06/30/2013: $47,502 07/01/2013 to 06/30/2015: $51,282

Automates Alouette Inc.	Units 1 and 2, 1365 Marie-Victorin, St-Bruno, Longueuil, QC	4001451 Canada Inc., represented by Les Immeubles Grancy	Expiry Date: 10/31/2013 Annual Rent: $52,648.90 as of 11/01/2005, CPI indexed annually thereafter

L'Authentique Pose Café Inc.	9555, 10th Avenue, Saint-Georges, QC	Les Aliments MIA Inc.	Expiry Date: 03/31/2015 Annual Rent: $100,000

Café Selena Inc. (currenly Van Houtte Group Inc.)	1281 Manic Street, Chicoutimi, QC	Larouche & Harvey	Expiry Date: 10/31/2013 Annual Rent: $20,370.48 as of 05/01/2008 indexed annually at a rate of 2%

Van Houtte Inc. (currently Van Houtte Group Inc.)	Suite G15, 2151 Lapinière, Brossard, QC	Ivanhoé Champlain Inc., represented by Invahoé Cambridge inc.	Expiry Date: 07/31/2018 Annual Rent: 08/01/2008to 07/31/2011:$43,290 08/01/2011to 07/01/2015: $44,955 08/01/2015 to 01/07/2018: $46,620

Van Houtte Inc. (currently Van Houtte Group Inc.)	Local L303A, Carrefour Laval Shopping Centre, Laval, QC	Locations Le Carrefour Laval Inc.	Expiry Date: 10/31/2019 Annual Rent: 11/01/2009 to 10/31/2012: $89,200 11/01/2012 to 10/31/2016: $98,120 11/01/2016 to 10/31/2019: $107,040

Van Houtte Inc. (currently Van Houtte Group Inc.)	Suite C-252, 500 Sherbrooke West, Montreal, QC	Lotim Inc., SITQ National Inc., duly represented by SITQ Inc.	Expiry Date: 12/31/2016 Annual Rent: 01/01/2010 to 12/31/2012: $65,658 01/01/2013 to 12/31/2016: $72,012

Van Houtte LP	5170 Chemin Côte-des-Neiges, Montreal, QC	9183-5751 Quebec Inc.	Expiry Date: 10/31/2014 Annual Rent: $50,495.46

Van Houtte Inc. (currently Van Houtte Group Inc.)	2000 McGill College, Montreal, QC, H3A 3H3	2000 McGill College Ave. Building Inc.	Expiry Date: 12/31/2011 Annual Rent: $62,084

Bistro de la Tour Inc. (Sublesee)	2000 McGill College, Montreal, QC, H3A 3H3	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 12/31/2011 Annual Rent: $62,084

Van Houtte Inc. (currently Van Houtte Group Inc.)	2020 Stanley Street, Montreal, QC	Estate of the Late Ben H. Lechter	Expiry Date: 03/31/2021 Annual Rent: $97,584


Lessee	Address	Landlord	Rent and Expiration
Van Houtte Inc. (currently Van Houtte Group Inc.)	Units rc20 and rc21, 999 de Maisonneuve West, Montreal, QC, H3A 3L4	Édifice PCT Limitée	Expiry Date: 02/28/2016 Annual Rent: 03/01/2009 to 02/29/2012: $49,360 03/01/2012 to 02/29/2016: $52,445 Rc21 : 03/01/2009 to 02/29/2012: $15,812.50 03/01/2012 to 02/29/2016: $17,250

Van Houtte Inc. (currently Van Houtte Group Inc.)	1600 René-Lévesque, Montreal, QC, H3H 1P9	Compagnie d'Assurance Standard Life du Canada	Expiry Date: 08/31/2023 Annual Rent: 09/01/2008 to 08/31/2013: $46,075 09/01/2013 to 08/31/2018: $50,682.50 09/01/2018 to 08/31/2023: $57,133

9091-7873 Québec Inc. (as Sublessee)	1600 René-Lévesque, Montreal, QC, H3H 1P9	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 08/31/2023 Annual Rent: 09/01/2008 to 08/31/2013: $46,075 09/01/2013 to 08/31/2018: $50,682.50 09/01/2018 to 08/31/2023: $57,133

Van Houtte Inc. (currently Van Houtte Group Inc.)	545 Boul. Crémazie East, Montreal, QC	Association immobilière F.T.Q. Inc.	Expiry Date: 08/27/2015 Annual Rent: $48,723.30

9020-5840 Quebec Inc. (Sublessee)	545 Boul. Crémazie East, Montreal, QC	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 08/27/2015 Annual Rent: $48,723.30

A.L. Van Houtte Ltée (currently Van Houtte Group Inc.)	272 Sainte-Catherine East, Montreal, QC	142896 Canada Inc.	Expiry Date: 01/31/2017 Annual Rent: 02/01/2010 to 01/31/2017: $67,767.24 (confirmed by the A/P department)

Van Houtte S.E.C.	Unit 11257, 1 Place Ville Marie, Montreal, QC	9145-4140 Québec Inc., PVM Foncia II Inc. et PVM Foncia III Inc. by their authorized agent SITQ Inc.	Expiry Date: 02/28/2018 Annual Rent: 03/01/2008to 02/28/2013:$57,164 03/01/2013to 02/28/2018: $61,774

Van Houtte Inc. (currently Van Houtte Group Inc.)	Suite 102, 100 McGill, Montreal, QC	9080-8353 Quebec inc.	Expiry Date: 06/10/2019 Annual Rent: 06/11/2010to 06/10/2014: $39,600 06/11/2014to 06/10/2019: $43,200 Rent for storage space and parking: 06/11/2010to 06/10/2014: $3,300 06/11/2014to 06/10/2019: $3,600


Lessee	Address	Landlord	Rent and Expiration
9198-5846 Quebec Inc. (as Sublessee)	Suite 102, 100 McGill, Montreal, QC	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 06/10/2019 Annual Rent: 06/11/2010to 06/10/2014: $39,600 06/11/2014to 06/10/2019: $43,200 Rent for storage space and parking: 06/11/2010to 06/10/2014: $3,300 06/11/2014to 06/10/2019: $3,600

Van Houtte Inc. (currently Van Houtte Group Inc.)	165, St-Paul West, Montreal, QC	9095-8778 Quebec inc.	Expiry Date: 06/10/2019 Annual Rent: 06/11/2010to 06/10/2014$39,300 06/11/2014to 06/10/2019:$42,000

Van Houtte Inc. (currently Van Houtte Group Inc.)	251 Saint-Jacques, Montréal, QC	Commerco Inc.	Expiry Date: 31/12/2012 Annual Rent: $38,730 as of 01/01/2007, increased annually based on the CPI

9147-7877 Quebec Inc.	1151 Nobel, Boucherville, QC	9145-9974 Quebec Inc.	Expiry Date: 08/31/2012 Annual Rent: $47,340

Van Houtte Inc. (currently Van Houtte Group Inc.)	Local C-2, 159, Saint-Antoine West, suite 117, Montreal, QC	Société du Palais des Congrès de Montréal	Expiry Date: 05/31/2017 Annual Rent: 10% of the Gross Sales of the Lessee

9219-1873 Quebec Inc. (as Sublessee)	Local C-2, 159, Saint-Antoine West, suite 117, Montreal, QC	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 05/31/2017 Annual Rent: 10% of the Gross Sales of the Lessee

Van Houtte Inc. (currently Van Houtte Group Inc.)	Local B (2nd floor), 634, Grande-Allée East, Quebec City, QC	Complexe de Verchères	Expiry Date: 05/31/2017 Annual Rent: 06/01/2010 to 05/31/2013: $36,000 06/01/2013 to 05/31/2017: $38,400 Rent for terrace: Summer of 2007 to 2016: $12,000 Summer of 2017: $3,600

Café Bistro 634 GA Inc. (as Sublessee)	Local B (2nd floor), 634, Grande-Allée East, Quebec City, QC	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 05/31/2017 Annual Rent: 06/01/2010 to 05/31/2013: $36,000 06/01/2013 to 05/31/2017: $38,400 Rent for terrace: Summer of 2007 to 2016: $12,000 Summer of 2017: $3,600

Van Houtte Inc. (currently Van Houtte Group Inc.)	4983 Levy Street, St. Laurent, QC	Liberty Sites Ltd.	Expiry Date: 12/31/2013 Annual Rent: $47,000


Lessee	Address	Landlord	Rent and Expiration
9072-8809 Quebec Inc. (as Sublessee)	4983 Levy Street, St. Laurent, QC	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 12/31/2013 Annual Rent: $47,000

Van Houtte Inc. (currently Van Houtte Group Inc.)	1010 de Sérigny, Longueuil, QC	1001 Deserigny Holding Limited	Expiry Date: 11/15/2013 Annual Rent: 11/16/2009to 11/15/2012: $21,312 11/16/2012to 11/15/2013$24,864

Banque Laurentienne	1447 Van Horne, Montreal, QC	162209 Canada Inc.	Expiry Date: 10/31/2013 Annual Rent: 11/01/2010 to 10/31/2013: $97.722.56 (on a surface of 3,693 sq. ft.)

Van Houtte Inc. (as Sublessee) (currently Van Houtte Group Inc.)	1447 Van Horne, Montreal, QC	Banque Laurentienne du Canada (as Sublessor)	Expiry Date: 10/31/2013 Annual Rent: $38153.48 (on a surface of 1,244 sq. ft.)

9226-0264 Québec Inc. (as Sublessee)	1447 Van Horne, Montreal, QC	Van Houtte Inc. (as Sublessor)	Expiry Date: 10/31/2013 Annual Rent: Minimum: Year 1 (commencing August 24, 2010): $28,000 Year 2: $30,000 Year 3: $32,500 Year 4: $35,000 Year 5: $37,500 Year 6: $37,500

Van Houtte Inc. (currently Van Houtte Group Inc.)	20, Notre-Dame East, suite 102, Montreal, QC	Abdelhalim Benchaâlal	Expiry Date: 31/03/2016 Annual Rent: 04/01/2010to 31/03/2013:$55,200 04/01/2013to 31/03/2016:$$57,600

Van Houtte Inc. (currently Van Houtte Group Inc.)	Quartiers Dix-Trente, suite CRU No. L15A, Brossard, QC	Gestions RioCan (Brossard) Fonds de Placements Immobiliers BB, 9123-2850 Quebec Inc. and Immeubles Régime XV Inc. represented by Devimco Inc.	Expiry Date: 03/15/2017 Annual Rent: 01/16/2007to 03/15/2012:$37,500 01/16/2012to 03/15/2017 $40,000

9113-9246 Quebec Inc. (as Sublessee)	Quartiers Dix-Trente, suite CRU No. L15A, Brossard, QC	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 03/15/2017 Annual Rent: 01/16/2007to 03/15/2012:$37,500 01/16/2012to 03/15/2017 $40,000

Van Houtte Inc. (currently Van Houtte Group Inc.)	400 de Maison-neuve West, Montreal, QC	Samen Investments Inc.	Expiry Date: 06/31/2016 Annual Rent: 07/01/2009to 06/31/2012:$58,824 07/01/2012to 06/31/2016:$66,994


Lessee	Address	Landlord	Rent and Expiration
Café 400 Maison-neuve Inc. (as Sublessee)	400 de Maison-neuve West, Montreal, QC	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 06/31/2016 Annual Rent: 07/01/2009to 06/31/2012:$58,824 07/01/2012to 06/31/2016:$66,994

Van Houtte Inc. (currently Van Houtte Group Inc.)	359 Président Kennedy, Montreal, QC	Gold Castle Holding Ltd.	Expiry Date: 09/31/2016 Annual Rent: 10/01/2009to 09/31/2012$45,600 10/01/2012to 09/31/2016 $49,200

Les Services Alimen-taires les Trois Chefs (as Sublessee)	359 Président Kennedy, Montreal, QC	Van Houtte Inc. (as Sublessor) (currently Van Houtte Group Inc.)	Expiry Date: 09/31/2016 Annual Rent: 10/01/2009to 09/31/2012$45,600 10/01/2012to 09/31/2016 $49,200

Van Houtte Inc. (as Sublesse) (currently Van Houtte Group Inc.)	5059 du Parc, Montreal, QC	Banque Laurentienne du Canada (as Sublessor)	Expiry Date: 10/31/2022 Annual Rent: For the ground floor premises: 07/01/2009to 10/31/2012: $47,736 11/01/2012to 10/31/2017:$56,576 11/01/2017to 10/31/2020:: $61,880 11/01/2020to 10/31/2022: $65,416 -For the premises located on the other floor: 02/01/2008to 10/31/2011: $1,711 11/01/2011to 10/31/2016: $2,006 11/01/2016to 10/31/2022: $2,183

Van Houtte s.e.c.	520, Saint-Joseph blvd., Drum-mondville, Store #2	9155-6522 Quebec Inc.	Expiry Date: 09/30/2020 Annual Rent: 10/01/2010 to 09/30/2013: $44,926 10/01/2013 to 09/30/2015: $48,135 10/1/2015 to 9/30/2020: $51,344 Awaiting confirmation as to whether the lease has been finalized.

Van Houtte Coffee Services L.P.	50 MacNaughton Ave., Moncton, NB	Bird Holdings Ltd.	Expiry Date: 30/09/2013 Annual Rent: $43,632

Van Houtte Coffee Services L.P.	100 Wright Avenue, Unit 4 & 5, Dartmouth, NS B3B 1L2	Sreit (Quest Brunside) Ltd. represented by ING Real Estate Canada L.P.	Expiry Date: 30/06/2014 Annual Rent: 07/01/2010 to 06/30/2011: $33,614 07/01/2011 to 06/30/2012: $34,242 07/01/2012 to 06/30/2013: $34,871 07/01/2013 to 06/30/2014: $35,499

SCHEDULE 7.03(c)

EXISTING INVESTMENTS

Global Intercompany Note dated December 17, 2010

Lender

Borrower

Principal
Amount

Date of Issuance

Loan
Currency

Maturity Date

Green Mountain Coffee Roasters, Inc.

Timothy's Coffees of the World Inc. (as successor to Timothy's Acquisition Corporation)

95,000,000

November 13, 2010

USD

November 13, 2011

Green Mountain Coffee Roasters, Inc.

SSR Acquisition Corp.

125,000,000

December 17, 2010

CAD

December 17, 2020

Green Mountain Coffee Roasters, Inc.

SSR Acquisition Corp.

200,000,000

December 17, 2010

CAD

December 17, 2020

Green Mountain Coffee Roasters, Inc.

SSR Acquisition Corp.

150,000,000

December 17, 2010

CAD

December 30, 2015

SCHEDULE 7.09

BURDENSOME AGREEMENTS

None.

SCHEDULE 10.02

ADMINISTRATIVE AGENT'S OFFICE,

CERTAIN ADDRESSES FOR NOTICES

BORROWER:

Green Mountain Coffee Roasters, Inc.

33 Coffee Lane

Waterbury, Vermont 05676

Attention: Frances Rathke, Chief Financial Officer

Telephone: (802) 244-5621

Telecopier: (802) 244-6566

Electronic Mail: Fran.Rathke@gmcr.com

Website Address: www.greenmountaincoffee.com

U.S. Taxpayer Identification Number: 03-0339228

ADMINISTRATIVE AGENT:

Administrative Agent's Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A.

101 North Tryon Street

Mail Code: NC1-001-04-39 Charlotte, NC 28255

Attention: Lynne Barrett Cole

Telephone: (980) 387.3614

Telecopier: (704) 409-0003

Electronic Mail: lynne.b.cole@baml.com

ABA# 026009593

Bank of America New York, NY

Account # 136-621-225-0600

Account Name: Corporate Credit Services, Charlotte, NC

Ref: Green Mountain Coffee Roasters

Other Notices as Administrative Agent:

Bank of America, N.A. Agency Management 135 South LaSalle Street

Mail Code: IL4-136-05-41 Chicago, IL 60603

Attention: Laura Call

Telephone: (312) 828-3559

Telecopier: (877) 207-2883

Electronic Mail: laura.call@baml.com

U.S. L/C ISSUER:

Bank of America, N.A.

Trade Operations

1 Fleet Way

Mail Code: PA6-580-02-30

Scranton, PA 18507

Attention: Alfonso Malave

Telephone: (570) 330-4212

Telecopier: (570) 330-4186

Electronic Mail: Alfonzo.malave@baml.com

U.S. SWING LINE LENDER:

Bank of America, N.A.

101 North Tryon Street

Mail Code: NC1-001-04-39

Charlotte, NC 28255

Attention: Lynne Barrett Cole

Telephone: (980) 387.3614

Telecopier: (704) 409-0003

Electronic Mail: lynne.b.cole@baml.com

ABA# 026009593

Bank of America New York, NY

Account # 136-621-225-0600

Account Name: Corporate Credit Services, Charlotte, NC

Ref: Green Mountain Coffee Roasters

EXHIBIT A

FORM OF COMMITTED LOAN NOTICE

Date: ,

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of December 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Green Mountain Coffee Roasters, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, U.S. L/C Issuer and U.S. Swing Line Lender.

The undersigned hereby requests (select one):

A Borrowing of [U.S. Revolving Credit][Alternative Revolving Credit][Term A][Term B] Loans

A conversion or continuation of [U.S. Revolving Credit][Alternative Revolving Credit][Term A][Term B] Loans

1. On (a Business Day).

2. In the amount of $

3. Comprised of

[Type of Loan requested]

4. For Eurodollar Rate Loans: with an Interest Period of months.

5. For Alternative Revolving Credit Loans: in the currency of [Dollars][Canadian Dollars][Euros].

[The U.S. Revolving Credit Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(c) of the Agreement.]¹

[The Alternative Revolving Credit Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(d) of the Agreement.]²

¹	Include this sentence in the case of a U.S. Revolving Credit Borrowing.

²	Include this sentence in the case of a Alternative Revolving Credit Borrowing.

A - 1

Form of Committed Loan Notice

The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a) and (b) shall be satisfied on and as of the date of the applicable Credit Extension.

[Signature Page Follows]

A - 2

Form of Committed Loan Notice


GREEN MOUNTAIN COFFEE ROASTERS, INC.

By:
Name:
Title:

Form of Committed Loan Notice

EXHIBIT B

FORM OF SWING LINE LOAN NOTICE

Date: ,

To: Bank of America, N.A., as U.S. Swing Line Lender Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

The undersigned hereby requests a U.S. Swing Line Loan:

On (a Business Day).

In the amount of $ .

The U.S. Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.

The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a)and (b) shall be satisfied on and as of the date of the Applicable Credit Extension.


GREEN MOUNTAIN COFFEE ROASTERS, INC.

By:
Name:
Title:

B - 1

Form of Swing Line Loan Notice

EXHIBIT C-1

FORM OF TERM [A][B] NOTE

FOR VALUE RECEIVED, the undersigned (the "Borrower), hereby promises to pay to or registered assigns (the "Lender"), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term [A][B] Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of December 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, U.S. L/C Issuer and U.S. Swing Line Lender.

The Borrower promises to pay interest on the unpaid principal amount of the Term [A][B] Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Term [A][B] Note is one of the Term [A][B] Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term [A][B] Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term [A][B] Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Term [A][B] Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term [A][B] Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term [A][B] Note.

THIS TERM [A][B] NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. TRANSFERS OF THIS TERM [A][B] NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE AGREEMENT.

THIS TERM [A][B] NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

C-1 - 1

Form of Term [A][B] Note


GREEN MOUNTAIN COFFEE ROASTERS, INC.

By:
Name:
Title:

C-1 - 2

Form of Term [A][B] Note

LOANS AND PAYMENTS WITH RESPECT THERETO

Date

Type of
Loan Made

Amount of
Loan Made

End of
Interest
Period

Amount of
Principal or
Interest Paid
This Date

Outstanding
Principal
Balance This
Date

Notation
Made By

C-1 - 3

Form of Term [A][B] Note

EXHIBIT C-2

FORM OF REVOLVING CREDIT NOTE

FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to or registered assigns (the "Lender"), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each [U.S.][Alternative] Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of December 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, U.S. L/C Issuer and U.S. Swing Line Lender.

The Borrower promises to pay interest on the unpaid principal amount of each [U.S.][Alternative] Revolving Credit Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to U.S. Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars [or Alternative Currencies, as applicable,] in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. [U.S.][Alternative] Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and maturity of its [U.S.][Alternative] Revolving Credit Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note.

THIS REVOLVING CREDIT NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. TRANSFERS OF THIS REVOLVING CREDIT NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE AGREEMENT.

C-2 -1

Form of Revolving Credit Note

THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


GREEN MOUNTAIN COFFEE ROASTERS, INC.

By:
Name:
Title:

C-2 - 2

Form of Revolving Credit Note

LOANS AND PAYMENTS WITH RESPECT THERETO

Date

Type of
Loan Made

Amount of
Loan Made

End of
Interest
Period

Amount of
Principal or
Interest Paid
This Date

Outstanding
Principal
Balance This
Date

Notation
Made By

C-2 - 3

Form of Revolving Credit Note

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: ,

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Executive Officer][Chief Financial Officer][Treasurer][Controller] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial

statements]

1. The Borrower has delivered (i) the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (ii) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, changes in shareholders' equity and cash flows for such fiscal year. Such consolidating statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries.

[Use following paragraph 1 for fiscal quarter-end financial

statements]

1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements.

D - 1

Form of Compliance Certificate

3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

—or—

[to the knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of the Borrower contained in Article V of the Agreement and all representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsection (a) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of , .


GREEN MOUNTAIN COFFEE ROASTERS, INC.

By:
Name:
Title:

D - 2

Form of Compliance Certificate

For the Quarter/Year ended ,

("Statement Date")

SCHEDULE 1

to the Compliance Certificate

($ in 000's)



I.	Section 7.11 (a) – Consolidated Interest Coverage Ratio.

A.		Consolidated EBIT for Measurement Period ending on above date ("Subject Period"):
		1.	Consolidated Net Income for Subject Period:	$	______
		2.	Consolidated Interest Charges for Subject Period:	$	______
		3.	Provision for Federal, state, local and foreign income taxes payable for Subject Period:	$	______
		4.	Unusual or non-recurring or restructuring cash charges in the aggregate amount not to exceed $10,000,000 for Subject Period:	$	______
		5.	Transaction expenses incurred or payable in connection with the Transaction in an aggregate amount not to exceed $20,000,000 for Subject Period:	$	______
		6.	Any costs and expenses incurred in connection with Dispositions made pursuant to Section 7.05(j) of the Credit Agreement (whether or not consummated) and cash expenses resulting from obligations under any Swap Contract incurred on or prior to such Disposition for Subject Period:	$	______
		7.	Cash expenses resulting from obligations under any Swap Contract incurred on or prior to the Closing Date in connection with the Transactions for Subject Period:	$	______
		8.	All other non-cash charges (excluding depreciation and amortization expenses) of the Borrower and its Subsidiaries for Subject Period (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period) for Subject Period:	$	______
		9.	Federal, state, local and foreign income tax credits for Subject Period:	$	______
		10.	Interest income for Subject Period:	$	______

D - 3

Form of Compliance Certificate


		11.	Any income with respect to a gain from any Disposition referred to in 7 above for Subject Period:	$	______
		12.	Income from discontinued operations for Subject Period:	$	______
		13.	Unusual or non-recurring cash gains for Subject Period:	$	______
		14.	All other non-cash gains (excluding any items that represent the reversal of any accrual of or cash reserve for anticipated cash charges in any prior period that are described in the parenthetical to 8 above) for Subject Period:	$	______
		15.	Consolidated EBIT (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 – 9 – 10 – 11 – 12 – 13 – 14):	$	______
	B.	Consolidated Interest Charges paid in cash for Subject Period:		$	______
	C.	Consolidated Interest Coverage Ratio (Line I.A.15 ÷ Line I.B):			____ to 1

			Minimum Consolidated Required Interest Coverage Ratio 3.00 to 1.00

II.	Section 7.11 (b) – Consolidated Leverage Ratio.

	A.	Consolidated Funded Indebtedness at Statement Date:		$	______
	B.	Consolidated EBITDA for Subject Period:
		1.	Consolidated EBIT for Subject Period (Line I.A.15 above):	$	______
		2.	Depreciation expense for Subject Period:	$	______
		3.	Amortization expense for Subject Period:	$	______
		4.	Consolidated EBITDA (Lines II.B.1 + 2 + 3):	$	______
	C.	Consolidated Leverage Ratio (Line II.A ÷ Line II.B.4):			____ to 1

		Maximum permitted:


Four Fiscal Quarters Ending		Maximum Consolidated Leverage Ratio
Closing Date through first fiscal quarter of 2011		4.25 to 1.00

D - 4

Form of Compliance Certificate


Second fiscal quarter of 2011 through third fiscal quarter of 2011		4.00 to 1.00
Fourth fiscal quarter of 2011 through third fiscal quarter of 2012		3.50 to 1.00
Fourth fiscal quarter of 2012 and each fiscal quarter thereafter		3.00 to 1.00


	Based on the Consolidated Leverage Ratio (Line II.C), the Applicable Rate shall be as set forth in Pricing Level _____

III.	Section 7.12 — Capital Expenditures.³

	A.	Capital Expenditures made during fiscal year to date:	$	______
	B.	Capital Expenditures that could have been made during prior fiscal year but which were not made excluding any prior fiscal year's carried forward amount (> $_______________):	$	______
	C.	Capital Expenditures that are carried forward from the prior fiscal year (50% of Line III.B):	$	______
	D.	Designated Equity Proceeds	$	______
	E.	Maximum permitted Capital Expenditures ($_____________ + Line III.C + Line III.D):	$	______
	F.	Excess (deficient) for covenant compliance (Line III.E – III.A):	$	______

³	Starting Fiscal Year Ended 2011

D - 5

Form of Compliance Certificate

For the Quarter/Year ended ("Statement Date")

SCHEDULE 2

to the Compliance Certificate

($ in 000's)

Consolidated EBIT

(in accordance with the definition of Consolidated EBIT

as set forth in the Agreement)

Consolidated EBIT

Quarter
Ended

Twelve
Months
Ended

Consolidated Net Income

+ Consolidated Interest Charges

+ Federal, state, local and foreign income taxes

+ unusual or non-recurring or restructuring cash charges

+ Transaction expenses incurred or payable in connection with the Transaction

+ any costs and expenses incurred in connection with Dispositions and cash expenses resulting from obligations under any Swap Contract incurred on or prior to such Disposition

D - 6

Form of Compliance Certificate


+ cash expenses resulting from obligations under any Swap Contract incurred on or prior to the Closing Date in connection with the Transactions

+ all other non-cash charges (excluding depreciation and amortization expenses and any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or reversal for cash charges for any future period)

- Federal, state, local and foreign income tax credits

- interest income

- any income with respect to a gain from any Disposition

- income from discontinued operations

- unusual or non-recurring cash gains

D - 7

Form of Compliance Certificate


- all other non-cash gains (excluding any items that represent the reversal of any accrual of or cash reserve for anticipated cash charges in any prior period)

= Consolidated EBIT

D - 8

Form of Compliance Certificate

Consolidated EBITDA

(in accordance with the definition of Consolidated EBITDA

as set forth in the Agreement)

Consolidated EBITDA

Quarter
Ended

Twelve
Months
Ended

Consolidated EBIT

+ depreciation expense

+ amortization expense

= Consolidated EBITDA

D - 9

Form of Compliance Certificate

Excess Cash Flow

(in accordance with the definition of Excess Cash Flow

as set forth in the Agreement)


Excess Cash Flow		Fiscal Year Ended
Consolidated EBITDA

- Consolidated Interest Charges paid in cash

- scheduled principal repayments to the extent made

- all income taxes paid in cash

- Capital Expenditures and Permitted Acquisitions actually made from internally generated funds

- Consolidated Working Capital Adjustment

- cash costs and expenses incurred in connection with any Disposition

= Excess Cash Flow


Fiscal Year Ending	Maximum Consolidated Leverage Ratio	Excess Cash Flow Percentage
Closing Date through September 24, 2011	N/A	N/A
September 29, 2012 and thereafter	>3.0:1	50%
	>2.5:1 but <3.0:1	25%
	<2.5:1	0%

D - 10

Form of Compliance Certificate



Excess Cash Flow Percentage multiplied by Excess Cash Flow

- the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) of the Credit Agreement during such fiscal year

- the aggregate principal amount of Revolving Cerdit Loans prepaid pursuant to Section 2.05(a) of the Credit Agreement during such fiscal year, to the extent there is an equivalent permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06 of the Credit Agreement

= mandatory prepayment

The mandatory prepayment of Excess Cash Flow shall be $ and is due by , 20__.

D - 11

Form of Compliance Certificate

EXHIBIT E-1

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [the][each]⁴ Assignor identified in item 1 below ([the][each, an] "Assignor") and [the][each]⁵ Assignee identified in item 2 below ([the][each, an] "Assignee"). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]⁶ hereunder are several and not joint.]⁷ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor's][the respective Assignors'] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] "Assigned Interest"). Each such sale and assignment is without recourse to [the][any]

⁴	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

⁵	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

⁶	Select as appropriate.

⁷	Include bracketed language if there are either multiple Assignors or multiple Assignees.

E-1 - 1

Form of Assignment and Assumption

Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.


1. Assignor[s]:

2. Assignee[s]:

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

3. Borrower(s):

4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement: Credit Agreement, dated as of December 17, 2010, among Green Mountain Coffee Roasters, Inc., the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, U.S. L/C Issuer, and U.S. Swing Line Lender

Assigned Interest:

Assignor[s]⁸

Assignee[s]⁹

Facility
Assigned¹⁰

Aggregate
Amount of
Commitment/Loans
for all
Lenders¹¹

Amount of
Commitment/Loans
Assigned

Percentage
Assigned of
Commitment/
Loans¹²

CUSIP
Number

[7.

Trade Date: ]¹³


Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

⁸	List each Assignor, as appropriate.

⁹	List each Assignee, as appropriate.

¹⁰	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "U.S. Revolving Credit Commitment", "Term A Commitment", etc.).

¹¹	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

¹²	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

¹³	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

E-1 - 2

Form of Assignment and Assumption


ASSIGNOR

[NAME OF ASSIGNOR]

By:
		Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:
		Title:


[Consented to and]¹⁴ Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:
		Title:

[Consented to:]¹⁵

GREEN MOUNTAIN COFFEE ROASTERS, INC.

By:
		Title:

BANK OF AMERICA, N.A., as U.S. Swing Line Lender

By:
		Title:

¹⁴	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹⁵	To be added only if the consent of the Borrower and/or other parties (e.g. U.S. Swing Line Lender, U.S. L/C Issuer) is required by the terms of the Credit Agreement.

E-1 - 3

Form of Assignment and Assumption


BANK OF AMERICA, N.A., as U.S. L/C Issuer

By:
		Title:

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Form of Assignment and Assumption

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption is an Administrative Questionnaire in the form of Exhibit E-2 to the Credit Agreement, (vii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, unless the Administrative Agent, in its sole discretion, elects to waive such processing and recordation fee, (viii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (ix) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently

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Form of Assignment and Assumption

and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

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Form of Assignment and Assumption

EXHIBIT E-2

FORM OF ADMINISTRATIVE QUESTIONNAIRE


*FAX ALONG WITH COMMITMENT LETTER TO:*

	FAX #

I. Borrower Name:

	$	Type of Credit Facility

II. Legal Name of Lender of Record for Signature Page:

•

Signing Credit Agreement YES NO

•

Coming in via Assignment YES NO

III. Type of Lender:

(Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other – please specify)


IV. Domestic Address:				V. Eurodollar Address:

VI. Contact Information:

Syndicate level information (which may contain material non-public information about the Borrower and its related parties or their respective securities will be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/her institution's compliance procedures and applicable laws, including Federal and State securities laws.


Primary
Secondary
	Credit Contact	Operations Contact	Operations Contact
Name:
Title:
Address:

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Form of Administrative Questionnaire



Telephone:
Facsimile:
E Mail Address:

Does Secondary Operations Contact need copy of notices? YES NO


	Letter of Credit Contact	Draft Documentation Contact	Legal Counsel
Name:
Title:
Address:
Telephone:
Facsimile:
E Mail Address:

VII. Lender's Standby Letter of Credit, Commercial Letter of Credit, and Bankers' Acceptance Fed Wire Payment Instructions (if applicable):

Pay to:



		(Bank Name)


		(ABA #)


		(Account #)


		(Attention)

VIII. Lender's Fed Wire Payment Instructions:

Pay to:



		(Bank Name)


		(ABA#) (City/State)


		(Account #) (Account Name)


		(Attention)

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Form of Administrative Questionnaire

IX. Organizational Structure and Tax Status

Please refer to the enclosed withholding tax instructions below and then complete this section accordingly:

Lender Taxpayer Identification Number (TIN): -

Tax Withholding Form Delivered to Bank of America*:

W-9

W-8BEN

W-8ECI

W-8EXP

W-8IMY

NON–U.S. LENDER INSTITUTIONS

1. Corporations:

If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN (Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency).

A U.S. taxpayer identification number is required for any institution submitting a Form W-8 ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted.

2. Flow-Through Entities

If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form

W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners.

Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted.

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Form of Administrative Questionnaire

U.S. LENDER INSTITUTIONS:

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we require an original form W-9.

Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding.

*	Additional guidance and instructions as to where to submit this documentation can be found in Annex I hereto.


X. Bank of America Payment Instructions:

Pay to:		Bank of America, N.A.
		ABA # 026009593
		New York, NY
		Acct. # 1366212250600
		Attn: Corporate Loan Support
		Ref:

3/1/07 Revision

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Form of Administrative Questionnaire

Annex I to Exhibit E-2

IRS Tax Form Toolkit

Please mail or courier original form to:

Credit Services Department. - Attn: Tax Desk

101 North Tryon St. Mail Code: NC1-001-15-03

Charlotte, NC 28255

In advance, if you wish to confirm form validity, you may send an

electronic version of the completed form to Shelly Sanders for review at

Fax: 704-602-5746 Phone 704 387-2407

E-mail: shelly.h.sanders@bankofamerica.com

Once validated, original form must be delivered to the Tax Desk as specified above.

ALL PARTICPANTS MUST HAVE AN ORIGINAL AND VALID TAX FORM (EITHER A W-9 OR A W-8) ON FILE WITH THE AGENT:


¨	Domestic Investors
	¨		W-9: Request for Taxpayer Identification Number and Certification
¨	Link to launch Form/Instructions:				http://www.irs.gov/pub/irs-pdf/fw9.pdf
					http://www.irs.gov/pub/irs-pdf/iw9.pdf
¨	Examples: Citibank, N.A., General Electric Credit Corporation, Wachovia Bank National Association

¨	Non-Domestic Investors will file one of four W-8 Forms
	¨		W-8ECI: Certificate of Foreign Person's Claim for Exemption from Withholding on Income Effectively Connected with the Conduct of a Trade or Business in the United States
¨	Link to launch Form/Instructions:				http://www.irs.gov/pub/irs-pdf/fw8eci.pdf
					http://www.irs.gov/pub/irs-pdf/iw8eci.pdf
		¨		Example: loans booked with US branches of Foreign Banks like BNP Paribas, New York Branch, Mizuho Corporate Bank, San Francisco Branch

	¨		W-8BEN: Certificate of Foreign Status of Beneficial Owner
		¨		"A beneficial owner solely claiming foreign status or treaty benefits"
¨	Link to launch Form/Instructions:				http://www.irs.gov/pub/irs-pdf/fw8ben.pdf
					http://www.irs.gov/pub/irs-pdf/iw8ben.pdf
		¨		Example: Loans booked with a foreign "person" such as BNP Paribas, Paris, France, Allied Irish Bank, Dublin

Infrequently Used Forms Listed Below:


	¨	W-8IMY: Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches
		¨	"A person acting as an intermediary; a foreign partnership or foreign trust".
		¨	If a non-qualified intermediary, it is quite likely you will also need to get a withholding form from all of the entities that have an ownership share therein.
¨	Link to launch Form/Instructions:			http://www.irs.gov/pub/irs-pdf/fw8imy.pdf
				http://www.irs.gov/pub/irs-pdf/iw8imy.pdf
		¨	Example: Grand Cayman Asset Management LLC

	¨	W-8EXP: Certificate of Foreign Government or Other Foreign Organization
		¨	"A foreign government, international organization, foreign central of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S possession"
¨	Link to launch Form/Instructions:			http://www.irs.gov/pub/irs-pdf/fw8exp.pdf
				http://www.irs.gov/pub/irs-pdf/iw8exp.pdf
¨ Example: UNESCO

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Form of Administrative Questionnaire

Annex I to Exhibit E-2

Bank of America, N.A.

September 2006

E-2 - 6

Form of Administrative Questionnaire

EXHIBIT F

FORM OF GUARANTY

[see attached]

F - 1

Form of Guaranty

EXHIBIT G

FORM OF SECURITY AGREEMENT

[see attached]

G - 1

Form of Security Agreement

EXHIBIT H

FORM OF MORTGAGE

[see attached]

H - 1

Form of Mortgage

EXHIBIT I-1

FORM OF COLLATERAL DISCLOSURE SCHEDULE

[see attached]

I-1 - 1

Form of Collateral Disclosure Schedule

EXHIBIT -I-2

FORM OF COLLATERAL DISCLOSURE SCHEDULE SUPPLEMENT

[see attached]

I-2 - 1

Form of Collateral Disclosure Schedule Supplement

EXHIBIT J-1

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships

For U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement (the "Agreement"), dated as of December 17, 2010, by and among Green Mountain Coffee Roasters, Inc. ("Borrower"), the Lenders party hereto from time to time (the "Lenders") and Bank of America, N.A. ("Administrative Agent"). Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Agreement.

Pursuant to the provisions of Section 3.01(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the "Code"), (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 881(c)(3)(B), (iv) it is not a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall furnish the Borrower and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment.

[Signature Page Follows]

J-1-1

Form of United States Tax Compliance Certificate


[Lender]

By:
		Name:
		Title:

		[Address]

Dated: , 20[ ]

J-1-2

Form of United States Tax Compliance Certificate

EXHIBIT J-2

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the "Code"), (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Code Section 881(c)(3)(B), (v) none of its partners/members is a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the a United States trade or business conducted by the undersigned or its partners/members.

The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing any available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[Signature Page Follows]

J-2-1

Form of United States Tax Compliance Certificate


[Lender]

By:
		Name:
		Title:
		[Address]

Dated: , 20[ ]

J-2-2

Form of United States Tax Compliance Certificate

EXHIBIT J-3

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(e) and Section 11.06(d) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the "Code"), (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 881(c)(3)(B), (iv) it is not a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned.

The undersigned has furnished its participating non-U.S. Lender with a certificate of its non-U.S. status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such non-U.S. Lender in writing and (2) the undersigned shall have at all times furnished such non-U.S. Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[Signature Page Follows]

J-3-1

Form of United States Tax Compliance Certificate


[Participant]

By:
		Name:
		Title:
		[Address]

Dated: , 20[ ]

J-3-2

Form of United States Tax Compliance Certificate

EXHIBIT J-4

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(e) and Section 11.06(d) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the "Code"), (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Code Section 881(c)(3)(B), (v) none of its partners/members is a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned's or its partners/members.

The undersigned has furnished its participating non-U.S. Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the undersigned to provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing any available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such non-U.S. Lender in writing and (2) the undersigned shall have at all times furnished such non-U.S. Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[Signature Page Follows]

J-4-1

Form of United States Tax Compliance Certificate


[Participant]

By:
		Name:
		Title:
		[Address]

Dated: , 20[ ]

J-4-2

Form of United States Tax Compliance Certificate

EXHIBIT K

FORM OF SOLVENCY CERTIFICATE

December [ ], 2010

This certificate is furnished pursuant to Section 4.01(a)(vi) of the Credit Agreement, (as in effect on the date of this certificate) (the capitalized terms defined therein being used herein as therein defined) dated as of December 17, 2010 among Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and U.S. L/C Issuer (as from time to time in effect, the "Credit Agreement").

I, Frances G. Rathke, certify that I am the duly appointed, qualified and acting Chief Financial Officer of the Borrower, and solely in such capacity and without personal liability, further certify as of the date hereof that the Loan Parties, on a consolidated basis after giving effect to the Transactions on the date hereof, are Solvent. "Solvent" as used herein means, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

[Signature Page Follows]

K-1

Form of Solvency Certificate

IN WITNESS WHEREOF, I have hereunto set my hand this [ ]th day of [ ].


GREEN MOUNTAIN COFFEE ROASTERS, INC.

By:
		Name:
		Title: Chief Financial Officer

K-2

Form of Solvency Certificate