Common use of Conditions Precedent to Initial Borrowing Clause in Contracts

Conditions Precedent to Initial Borrowing. The obligations of the Lenders to make Loans shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender to make an Advance on the occasion of the Lenders to make Loans initial Borrowing shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each on such date of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Agent’s Since May 31, 2004 there shall not have occurred and be continuing any Material Adverse Effect. (b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders in their reasonable discretion) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) There shall not have been, without the consent of Joint Lead Arrangers, which shall not be unreasonably withheld, delayed or conditioned, any material modification to the terms and provisions of the documentation relating to the Tender Offer (except for an extension of the Tender Offer period), including, without limitation, the Agreement and Plan of Merger dated as of December 12, 2004 among the Target, the Borrower and Offer Subsidiary (the “Tender Offer Documentation”) from the forms of such Tender Offer Documentation most recently delivered to the Agent and the Lenders prior to the date of execution of this Agreement by all parties hereto; and the Tender Offer Documentation shall be in full force and effect. Offer Subsidiary shall have accepted for purchase not less than the Minimum Shares pursuant to the Tender Offer; all conditions precedent to the purchase by Offer Subsidiary of the Minimum Shares shall have been satisfied or waived (other than payment, which will occur substantially contemporaneously with receipt of the followingproceeds hereof in connection with the Initial Borrowing); and all other aspects of such portion of the Tender Offer shall have been conducted in accordance with the Tender Offer Documentation. (d) The Borrower shall have paid all reasonable invoiced fees and out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by this Agreement), each of which to the extent invoices therefor have been received at least one Business Day before such Borrowing). (e) On the Effective Date, the following statements shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, true and the Agent shall have received for the account of each properly executed Lender a certificate signed by a Responsible Officer duly authorized officer of the signing Loan Party each in form and substance reasonably satisfactory to Borrower, dated the Administrative AgentEffective Date, stating that: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice Since May 31, 2004 there shall not include have occurred and be continuing any representation or statement as to the absence (or existence) of any Default;Material Adverse Effect, (ii) executed counterparts The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (iii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated the Effective Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Guaranty;Notes, if any, to be delivered by the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) a Note executed A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes, if any, to be delivered by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of and the Effective Date;other documents to be delivered hereunder. (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on A favorable opinion of (i) in-house counsel for the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially Borrower in the form of Exhibit Q-1; D-1 and (viiii) an opinion from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLPcounsel for the Borrower, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2;D-2 and, in each case, in form and substance satisfactory to the Agent. (viiiv) a solvency certificate from There shall not have been, without the chief financial officer consent of the Borrower (as of the Effective Date and after giving effect Agent, which shall not be unreasonably withheld, delayed or conditioned, any material modification to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except pro forma financial statements for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent Subsidiaries most recently delivered to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or Agent prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in of execution of this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived Agreement by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules theretoparties hereto. (g) The Arrangers Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information be reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply satisfied with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as copy of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result Borrower’s investment policy as in a failure of the condition to the initial availability of the Facility effect on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of the Lenders each Lender to make Loans its initial Advance hereunder shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and precedent that the Administrative Agent (shall have received on or before the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of Closing Date the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (ia) a Committed Loan Notice each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Defaultfull force and effect; (iib) executed counterparts true and complete copies of this Agreement the Constituent Documents of the Borrower and the Guaranty; (iii) a Note executed by Collateral Manager as in effect on the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Funding Effective Date; (ivc) each Collateral Document set forth on Schedule 1.1A required to be executed on true and complete copies certified by a Responsible Officer of the Effective Date as indicated on such scheduleBorrower of all Governmental Authorizations, duly executed by each Loan Party thereto, together with: (A) copies of certificatesPrivate Authorizations and Governmental Filings, if any, representing required in connection with the Pledged Equity referred to therein accompanied transactions contemplated by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blankthis Agreement; (Bd) [Reserved]; and (C) evidence that all other actions, recordings a certificate of a Responsible Officer of the Borrower and filings that the Administrative Agent and of the Collateral Agent has reasonably requested Manager certifying (i) as to be takenits Constituent Documents, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (vii) such certificates its certificate of good standing from issued by the applicable secretary jurisdiction of state of the state of organization of each Loan Partyits organization, certificates of (iii) as to its resolutions or other action, incumbency certificates and/or other certificates action of Responsible Officers its board of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with directors or members approving this Agreement and the other Loan Facility Documents to which such Loan Party it is a party or and the transactions contemplated thereby, (iv) that its representations and warranties set forth in the Facility Documents to which it is to be a party on are true and correct in all material respects as of the Effective DateClosing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (v) no Default or Event of Default has occurred and is continuing, and (vi) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (vie) an opinion from Proskauer Roseproper financing statements, duly filed on or before the Funding Effective Date, under the UCC in all jurisdictions that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) payoff or release letters evidencing the termination of, and repayment in full of obligations under, the Prior Credit Agreement, and copies of proper financing statement filings necessary to release or assign (in the discretion of the Administrative Agent) all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any transferor in connection with the Prior Credit Agreement; (g) legal opinions (addressed to each of the Secured Parties) of Dechert LLP, New York and California counsel to the Loan Parties substantially in Borrower and the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇Collateral Manager and ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insuredAgent, as applicable, under each insurance policy with respect to covering such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date matters as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms its counsel shall reasonably request; (h) evidence reasonably satisfactory to it that all of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date Covered Accounts shall have been paid in full in cash (which such amounts, notwithstanding established; and the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution Account Control Agreement shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party theretothe Borrower, the Collateral Agent and the Custodian and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements.; (i) The evidence that (x) all fees to be received by each Lender on or prior to the Closing Date have been received; and (y) the accrued fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, counsel to the Administrative Agent and Agent, in connection with the Arrangers transactions contemplated hereby (to the extent invoiced prior to the Closing Date), shall have been paid by the Borrower; (j) an executed counterpart of the Collateral Agent Fee Letter; (k) Delivery of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the provisions of Article XIV shall have been effected; (l) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Closing Date and (B) those granted pursuant to this Agreement; (ii) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to this Agreement; (iv) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (v) this Agreement creates, upon Delivery of Collateral, filing of the financing statements required hereunder and execution of the Account Control Agreement, a first priority, perfected security interest in the Collateral, except as permitted by this Agreement; (m) reserved; (n) an executed Certificate of Beneficial Ownership and all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations ; and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower, the Collateral Manager and the BDC; (o) a closing certificate of a Responsible Officer of from the Borrower substantially in the form and substance reasonably satisfactory set forth on Exhibit H hereto; (p) on or before the Closing Date, delivery to the Administrative AgentCustodian of Related Documents for initial Eligible Collateral Loans; (q) such other opinions, certifying to instruments, certificates and documents from the matters set forth in Section 4.1(c), (j) and (k). Without limiting Borrower as the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Agents or any Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowingreasonably requested.

Conditions Precedent to Initial Borrowing. The obligations of the Lenders to make Revolving Loans and the obligations of any Issuer to Issue Letters of Credit shall, in each case, shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice of Borrowing in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Revolving Credit Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1G-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2G-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit RM; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and; (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (xii) a Borrowing Base Certificate, certified as complete and correct in all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days prior to the Effective Date; provided, however, that, each of the requirements set forth in clauses clause (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Initial ABL Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received (i) at least $525,000,000 in gross cash proceeds from borrowings under the Term Facility, and (ii) at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Term Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the LoansLoans and Letter of Credit Obligations, (B) borrowings and letter of credit obligations under the ABL Term Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers a Field Examination and the Initial Inventory Appraisal and such other reports, audits or certifications as the Administrative Agent and the Arrangers may reasonably request in respect of the Collateral included in the Borrowing Base not less than ten (10) Business Days prior to the Effective Date. (k) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (kl) After giving effect to the Transaction on the Effective Date, the Excess Availability on the Effective Date (together with any unrestricted cash and Cash Equivalents of the Company and its Subsidiaries) shall be no less than $50,000,000. (m) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (ln) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (jk) and (km). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date Date, borrowing of Swing Loans or Issuance or deemed Issuance hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such BorrowingBorrowing or Swing Loans.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender to make an Advance on the occasion of the Lenders to make Loans shall be initial Borrowing is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Agent’s receipt Agent shall have received the audited financial statements for the Fiscal Year ending December 31, 2015 of the followingBorrower, each there shall have occurred no material deviations from the interim financial statements previously submitted to the Administrative Agent, and there shall have occurred no Material Adverse Change with respect to the Borrower since September 30, 2016. (b) There shall exist no action, suit, investigation, litigation or proceeding, other than those listed on Schedule 3.1(b) hereto, affecting the Borrower pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of which shall be originals this Agreement, any Note, any other Loan Document, or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer the consummation of the signing Loan Party each transactions contemplated hereby or thereby. (c) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including accrued fees and expenses of counsel to the Administrative Agent). (d) The Administrative Agent shall have received on or before the day of the initial Borrowing in form and substance reasonably satisfactory to the Administrative AgentLenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) a Committed Loan Notice in accordance with The Notes of the requirements hereof provided that such notice shall not include any representation or statement as Borrower to the absence (or existence) order of any Default;the Lenders. (ii) The security instruments identified below, under the terms and conditions set forth therein, duly executed counterparts by the parties identified below or in such instruments. Such security instruments shall be enforceable against the parties thereto and all security interests granted thereunder shall be perfected: (I) pledges of this Agreement mortgage notes in the principal amount of not less than $41,000,000 secured by first mortgages (collectively, the “Mortgage”) on the Realty and, in the case of Mortgages constituted prior to the Closing Date, the corresponding deeds of tolling of statue of limitations. (II) a security agreement and the Guaranty; (iii) a Note corresponding financing statements executed by the Borrower creating a first priority Lien over the Cash Collateral Account, the Debt Service Reserve Account and all funds deposited therein from time to time, all personal property and fixtures related to the Realty, and all proceeds of all of the foregoing. (III) an assignment of leases and rents pursuant to which the Borrower creates a first priority Lien in and to all Leases and Rents and the corresponding acknowledgements and estoppels by tenants. (IV) all such other documents (including, without limitation, financing statements and control agreements) required to create, in favor of each Lender that has requested a Note at least two (2) Business Days in advance the Administrative Agent, for the ratable benefit of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on Lenders, a valid, perfected and first priority Lien in the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]Collateral; and (CV) evidence that all other actionsactions necessary or, recordings and filings that in the reasonable opinion of the Administrative Agent Agent, desirable to perfect and protect the Collateral Agent has reasonably requested to be takenLiens, completed or otherwise provided for to satisfy assignments and other security created by the Collateral and Guarantee Requirement shall foregoing security instruments have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;. (ve) such certificates of good standing from the applicable secretary of state Certified copies of the state resolutions of organization the Board of Directors and, if required, the consents of the stockholders or members of each Loan Party, certificates approving each Loan Document to which it is a party, and of resolutions all documents evidencing other necessary corporate action and Governmental Approvals and third party consents, if any, with respect to each such Loan Document. (f) A certificate of the Secretary or other action, incumbency certificates and/or other certificates of Responsible Officers an Assistant Secretary of each Loan Party as certifying the Administrative Agent may reasonably require evidencing names and true signatures of the identity, authority and capacity officers of each Responsible Officer thereof such Loan Party authorized to act as sign each Loan Document to which it is a Responsible Officer in connection with this Agreement party and the other Loan Documents to which such Loan Party is a party or is documents to be a party on the Effective Date;delivered by it hereunder. (vig) an A favorable opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to for the Loan Parties; provided, however, that, each of in substantially the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary form previously agreed to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party theretoBorrower, and shall be in full force and effect. (f) Prior as to or substantially simultaneously with such other matters as any Lender through the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial StatementsAdministrative Agent may reasonably request. (h) The Arrangers shall have received Evidence acceptable to the Pro Forma Financial StatementsAdministrative Agent to the effect that each Loan Party is in good standing in the Commonwealth of Puerto Rico, and a copy certified by the Secretary of each Loan Party of the Constituent Documents of each Loan Party. (i) The Administrative Agent Copies of the Insurance Policies and all insurance endorsements and certificates required by Section 5.1(b) hereof and by the Arrangers shall other Loan Documents and evidence that all premiums with respect thereto have received all documentation and other information reasonably requested been paid in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actfull. (j) Since October 11A certificate of the Borrower, 2011signed on behalf of the Borrower by the Chief Financial Officer of Borrower dated the Closing Date, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected certifying as to have a the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date Material Adverse Effectand that no Default has occurred or will result from the disbursement of the Advances. (k) The Merger Agreement Representations Mortgagee title insurance policies with such endorsements and exceptions as may be approved by the Specified Representations shall be true Administrative Agent, covering an amount equal to the aggregate amount of the Mortgage and correct in all material respects (orits extensions, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreementany. (l) The Appraisals of the Realty addressed to the Administrative Agent performed by an independent appraiser who is satisfactory to the Administrative Agent, in form and substance acceptable to the Administrative Agent showing that the ratio of (i) the sum of the Term Loan A Commitments and Term Loan B Commitments, to (ii) the Market Value of the Realty is equal to or less than 80%. (m) Environmental questionnaires regarding the Realty addressed to the Administrative Agent confirming that the Realty is not subject to any adverse environmental condition and, if necessary, Phase I environmental assessments of the Realty addressed to the Administrative Agent by an environmental consultant acceptable to the Administrative Agent confirming that the Realty is not subject to any adverse environmental condition. (n) A preliminary asbestos survey report prepared by a qualified expert acceptable to the Administrative Agent regarding the presence of asbestos in the buildings on the Monacillos Property known as annex 1 and annex 2. If such survey should reveal materials that might contain asbestos or damage or disturbance to known asbestos containing materials, the survey report shall also include adequate sampling. (o) Standard Flood Hazard Determinations with respect to the Realty and, if any portion of the Realty is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, as amended (or successor act thereto), a flood insurance policy issued by a financially sound and reputable insurer, in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to such Act. (p) The satisfactory completion by the Lenders of their due diligence in connection with the Loan Parties and their business and the delivery to the Lenders of such financial, business and other information regarding any and all of the Loan Parties as the Lenders shall have received a certificate of a Responsible Officer requested, including without limitation, information to comply with Lender’s customer and Patriot Act due diligence, information as to existing Liens on Borrower’s properties (including UCC searches and title reports), contingent liabilities, pending and threatened litigation (including litigation searches), tax matters, environmental matters, obligations under ERISA and welfare plans, collective bargaining agreements and other arrangements with employees, financial statements, business plans as to the Borrower and its Subsidiaries and forecasts prepared by management of the Borrower in form and substance reasonably satisfactory to the Administrative AgentMajority Lenders, certifying of balance sheets, income statements, operating expenses budgets, capital improvements and maintenance budget, and cash flow statements. (q) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the matters set forth Majority Lenders) and shall remain in Section 4.1(ceffect, and no law or regulation shall be applicable in the reasonable judgment of the Majority Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (r) Evidence of payment of all taxes due by the Borrower, including certifications from the Municipal Revenue Collection Center (“▇▇▇▇”) regarding Real Estate Taxes with respect to the Realty. (s) Rent roll of the Realty containing such information as required by the Lender (including, without limitation, lease area, base rent, additional rent, lease term and vacancy), with copies of all Leases as in effect on the date hereof. (jt) and (k). Without limiting the generality A certificate of the provisions Treasurer or Chief Financial Officer of the last paragraph of Section 9.3Borrower evidencing compliance, for purposes of determining compliance after giving effect to the initial Borrowings on the Closing Date, with the conditions specified in this Section 4.1, each Lender Financial Covenants. (u) An “as built” survey of the Monacillos Realty from a certified Puerto Rico licensed surveyor. (v) The Borrower shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of established with the Administrative Agent responsible for the transactions contemplated by the Loan Documents Debt Service Reserve Account and shall have received notice from deposited in such Lender prior to account the Borrowing on the Effective Date specifying its objection thereto and such Lender amount of $404,997.01. (w) The Borrower shall not have made available to established with the Administrative Agent such Lender’s Ratable Portion of such Borrowingthe Designated Operating Account, the Cash Collateral Account, the Tax and Insurance Reserve Account and at least one Operating Account.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender to make an Advance on the occasion of the Lenders to make Loans initial Borrowing shall be subject to the occurrence of the Amendment Effective Date and the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this This Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank Amended and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Restated Five-Year Credit Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (fb) Prior The Lenders shall have received: (i) a solvency certificate duly executed and delivered by the chief financial or accounting officer of the Borrower authorized to or substantially simultaneously with sign such certificate, dated as of the initial Borrowing on the Amendment Effective Date, substantially in the Loan Parties shall have taken all other necessary actions such thatform of Exhibit E hereto, (ii) favorable opinions of Sidley Austin LLP, counsel for the Borrower, and Crane ▇. ▇▇▇▇▇▇, General Counsel of the Borrower, in each case dated as of the Amendment Effective Date, substantially in the form of Exhibits D-1 and D-2 hereto, respectively, (iii) copies of the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 25, 2005 and the related audited Consolidated statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal year ended December 25, 2005, accompanied by an opinion of Pricewaterhouse Coopers LLP, independent public accountants, (iv) copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of March 26, 2006 and the related Consolidated statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended March 26, 2006, (v) copies of the unaudited pro forma condensed Consolidated balance sheet of the Borrower and its Subsidiaries as of March 26, 2006, and the related unaudited pro forma combined statements of operations of the Borrower and its Subsidiaries for the year then ended, after giving effect to the Transactionexecution and delivery of this Agreement, the making of the Advances hereunder and the use of the proceeds thereof as contemplated hereunder (including to consummate the Stock Repurchase and the Refinancing), all in accordance with GAAP as in effect on the date of preparation thereof, and (vi) copies of reasonably detailed pro forma Consolidated financial projections prepared by or on behalf of the Borrower for the Borrower and its Subsidiaries, taken as a whole, for the Restricted Subsidiaries five-fiscal year period after the Original Effective Date that are not different in a materially adverse manner as compared with those made available to the Lead Arrangers prior to the Original Effective Date. (c) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of such date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such Borrowing, or from the application of the proceeds therefrom, that would result in a Default or Event of Default. (d) The Agent shall have outstanding no material third-party Indebtedness for borrowed money received a "payoff" letter or preferred Equity Interests letters or other than documentation reasonably satisfactory to the Agent with respect to existing indebtedness set forth on Schedule 3.01(d) (A) it being understood that the Loans, (B) borrowings and letter Borrower's existing letters of credit obligations under shall be permitted to remain outstanding). (e) The Agent shall have received the ABL FacilityNotes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.15. (f) The Borrower shall have paid (i) all accrued, out of pocket fees and expenses of the Agent in connection with this Agreement and the transactions contemplated hereby (C) borrowings under including the Senior Notes accrued reasonable fees and expenses of Mayer, Brown, ▇▇▇▇ & Maw LLP), in each case to the extent an invoice shall have been presented to the Borrower with respect thereto, and (Dii) Indebtedness permitted all fees due to the Loan DocumentsLead Arrangers pursuant to the Second Amended and Restated Fee Letter, dated as of June 19, 2006, among the Merger Agreement and/or Lead Arrangers and the Schedules theretoBorrower. (g) The Arrangers Agent shall be satisfied that all Advances comply with Federal Reserve System Board Regulations T, U and X, and the Borrower shall have received delivered to the Annual Financial Statements and Agent a properly completed Federal Reserve Form U-1 for each Lender with respect to the Quarterly Financial StatementsAdvances. (h) The Arrangers initial Term Borrowing (as defined in the Amended and Restated Five-Year Credit Agreement) shall have received the Pro Forma Financial Statementsoccurred. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender Party to make an Advance on the occasion of the Lenders to make Loans shall be initial Borrowing is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and each of its Subsidiaries, including the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (b) The Borrower (or the trustee under the Existing Senior Note Indenture on behalf of the Borrower) shall have mailed a Redemption Notice in respect of Existing Senior Notes in an aggregate principal amount of $75,000,000 to the holders of the Existing Senior Notes, and the Agent shall have been provided with a copy of such Redemption Notice. (c) The Lender Parties shall (i) be satisfied that all Funded Debt, other than the Debt identified on Schedule 4.01(c) and the Existing Senior Notes ("Surviving Debt"), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, and (ii) shall have received satisfactory evidence (including, without limitation, a duly executed payoff letter, UCC termination statements and real property reconveyances) that all liens and security interests granted pursuant to, or in connection with, the Existing Credit Agreement and the Security Documents (as defined in the Existing Credit Agreement) shall be terminated or released contemporaneously with the initial Borrowing. (d) There shall have occurred no Material Adverse Change since September 28, 1997. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of their Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could have a Material Adverse Effect other than the matters disclosed in the Annual Report of the Borrower (the "Borrower's Form 10-K") for the fiscal year ended September 28, 1997 filed with the Securities and Exchange Commission and the matters disclosed in the preliminary offering memorandum dated March 27, 1998 relating to the senior subordinated notes of the Borrower described in clause (A) of the definition of "Permitted Subordinated Debt" (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower and its Subsidiaries, taken as a whole, of the Disclosed Litigation from that disclosed in the Borrower's Form 10-K. (f) The Lenders, the Agent and the Arranger shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders, the Agent and the Arranger, and nothing shall have come to the attention of the Lenders, the Agent or the Arranger during the course of such due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect, without limiting the generality of the foregoing, the Lenders, the Agent and the Arranger shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (g) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lender Parties (including, to the extent invoiced, the accrued fees and expenses of counsel to the Agent’s receipt ). (h) The Agent shall have received on or before the day of the initial Borrowing the following, each of which shall be originals or facsimiles dated such day (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative AgentAgent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as The Notes to the absence (or existence) order of any Default;each Lender, as appropriate. (ii) executed counterparts Certified copies of the resolutions of the Board of Directors of the Borrower authorizing this Agreement Agreement, the Notes, and of each other Loan Party approving each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Guaranty;Notes, and each other Loan Document. (iii) A copy of the charter of the Borrower and each other Loan Party and each amendment thereto, certified (as of a Note date reasonably near the date of the initial Borrowing) by the Secretary of the State of the State in which each such Person is organized as being a true and correct copy thereof (except in the case of ▇▇▇▇ In The Box, Inc., in which case such certification shall be provided in a certificate of the Secretary of ▇▇▇▇ In The Box, Inc.). (iv) A copy of a certificate of the Secretary of State of the State in which each such Person is organized, dated reasonably near the date of the initial Borrowing, listing the charter of the Borrower and each other Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to the Borrower's, or such other Loan Party's charter on file in such office, (B) the Borrower and each other Loan Party have paid all franchise taxes to the date of such certificate and (C) the Borrower and each other Loan Party are duly incorporated and in good standing under the laws of such State. (v) A certificate of the Borrower and each other Loan Party signed on behalf of the Borrower and such other Loan Party by its President, any Vice President, Chief Financial Officer or Treasurer and its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter of the Borrower or such other Loan Party since the date of the Secretary of State's certificate (or the Secretary's certificate in the case of ▇▇▇▇ In The Box, Inc.) referred to in Section 4.01(i)(iv), (B) a true and correct copy of the bylaws of the Borrower and such other Loan Party as in effect on the date of the initial Borrowing, (C) the due incorporation and good standing of the Borrower and such other Loan Party as a corporation organized under the laws of the State of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of the Borrower or such other Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Borrowing and (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing, that constitutes a Default. (vi) A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Agreement, the Notes, and each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (vii) A security agreement in substantially the form of Exhibit E (as amended from time to time in accordance with its terms, the "Security Agreement"), duly executed by the Borrower in favor of each Lender that has requested a Note at least two and the Inactive Subsidiaries (2) Business Days in advance of other than the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party theretoInactive Foreign Subsidiaries), together with: (A) copies of certificates, if any, certificates representing the Pledged Equity Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt referred to therein indorsed in blank;, (B) [Reserved]; duly executed financing statements in appropriate form for filing under the Uniform Commercial Code in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Liens created by the Security Agreement, covering the Collateral described in the Security Agreement, (C) evidence of the insurance required by the terms of the Security Agreement, and (D) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Agreement has been taken. (viii) Deeds of trust, trust deeds and mortgages in substantially the form of Exhibit I-1 and I-2 and covering the properties (other than the Headquarters Property) listed on Part I of Schedule 4.01(j) (as amended from time to time in accordance with their terms, the "Mortgages"), duly executed by the Borrower in appropriate form for filing in all filing or recording offices that the Agent may deem necessary or desirable in order to create a valid and subsisting Lien subject only to Permitted Liens on the property described therein in favor of the Agent for the benefit of the Lender Parties, together with: (A) with respect to the six properties identified on Part II of Schedule 4.01(j) (other than the Headquarters Property), a commitment from First American Title Insurance Company to issue American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amount acceptable to the Agent, issued, coinsured and reinsured by title insurers acceptable to the Agent, insuring the Mortgages covering the six properties listed on Part II of Schedule 4.01(j) (other than the Headquarters Property) to be valid and subsisting Liens with the priority set forth in the applicable Mortgage Policy 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 Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Agent may deem necessary or desirable, (B) such consents and agreements of third parties under existing deeds of trust (other than the existing deed of trust with respect to the Headquarters Property), as the Agent may deem necessary or desirable, and (C) evidence that all other actions, recordings and filings action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the Collateral Agent property described in the Mortgages has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;. (vix) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer A guaranty in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1;F (as amended from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantors. (viix) an Such financial, business and other information regarding each Loan Party and their Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and Welfare Plans, collective bargaining agreements and other arrangements with employees, annual financial statements dated September 26, 1996 and September 28, 1997 respectively, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the initial Borrowing), and the Projections. (xi) Evidence of insurance naming the Agent as insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties. (xii) A favorable opinion from of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, Nevada counsel to for the Borrower and the other Loan Parties Parties, in substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (G hereto and as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance other matters as to which any Lender Party through the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall may reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (bxiii) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before A favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amountsAgent, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of the Lenders each Lender to make Loans shall be an initial Advance (including the Term Loan) is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are precedent having been satisfied or duly waived herein in accordance with Section 12.1 shall be on the “Effective Original Closing Date”):: (a) The Administrative Agent’s receipt Lenders shall be satisfied with the corporate and legal structure, capitalization and Debt of each Loan Party, including, without limitation, the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and each agreement or instrument relating to such structure or capitalization. (b) The Lenders shall be satisfied that all Obligations (other than any Existing Letters of Credit which shall be treated as provided in Section 2.13(a)) of the Borrower under the Existing Credit Agreement, whether for principal, interest, fees, expenses or otherwise, have been or, concurrently with the making of the initial Borrowing, will be paid in full in cash and all Liens securing such Obligations released. (c) The Borrower shall have paid all accrued fees and expenses of the Facility Agents and the Lenders (including all invoiced fees and expenses of counsel to the Facility Agents and of trademark counsel and local counsel to the Lenders). (d) There shall have occurred no Material Adverse Change since March 31, 1996 except as described in the letter from the Borrower to the Existing Lenders, dated August 23, 1996. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that would be reasonably likely to have a Material Adverse Effect. (f) The Documentation Agent shall have received on or before the day of the initial Borrowing the following, each of which shall be originals or facsimiles dated such day (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative AgentDocumentation Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as The Revolving Credit Notes to the absence (or existence) order of any Default;the Revolving Lenders and the Term Notes to the order of the Term Lenders. (ii) A parent guaranty in substantially the form of Exhibit D-1 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Parent Guaranty"), duly executed counterparts of this Agreement and the Guaranty;by Parent. (iii) a Note A subsidiary guaranty in substantially the form of Exhibit D-2 (together with each other guaranty delivered pursuant to 5.01(o), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by the Borrower in favor of each Lender that has requested a Note at least two Guarantors (2) Business Days in advance of the Effective Date;other than Parent). (ivA) A security agreement in substantially the form of Exhibit E-1 (together with each Collateral Document set forth on Schedule 1.1A required other security agreement delivered pursuant to be executed on 5.01(o), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the Effective Date as indicated on such schedule"Security Agreement"), duly executed by each Loan Party theretoParty, together with: (A1) copies of certificates, if any, certificates representing the Pledged Equity Shares referred to therein in the Security Agreement, accompanied by undated stock powers executed in blank blank, and instruments evidencing the Pledged Debt indorsed Indebtedness referred to in the Security Agreement, duly endorsed in blank;, (B2) [Reserved]; duly executed proper financing statements to be filed under the Uniform Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to maintain the perfection and priority of the Liens existing under the Security Agreement, covering the Collateral described in the Security Agreement, (3) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (4) evidence of the insurance required to be maintained by the terms of the Security Agreement, (5) evidence that the Lockbox Letters referred to in the Security Agreement, have been duly executed by each Lockbox Bank referred to in the Security Agreement, (6) confirmation that such action that the Collateral Agent may deem necessary or desirable in order to maintain the perfection and priority of the Liens on the capital stock held by any Loan Party in any of its Foreign Subsidiaries has been taken, and (C7) evidence that all other actions, recordings and filings action that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created by the Security Agreement has reasonably requested been taken (including, without limitation, receipt of duly executed proper termination statements evidencing the release of all Liens securing the Obligations under the Existing Credit Agreement). (B) A trademark, patent and copyright security agreement in substantially the form of Exhibit E-2 (together with each other trademark, patent and copyright security agreement delivered pursuant to be takenSection 5.01(o), completed in each case as amended, supplemented or otherwise provided for modified from time to satisfy time in accordance with its terms, the "Trademark, Patent and Copyright Security Agreement"), duly executed by each of the parties indicated on the signature pages thereof, together with evidence that all other action, if any, that the Collateral Agent may deem necessary or desirable in order to perfect and Guarantee Requirement shall have protect the Liens existing under the Trademark, Patent and Copyright Security Agreement has been takentaken (including, completed or otherwise provided for in a manner reasonably satisfactory to without limitation, receipt of duly executed proper releases evidencing the Administrative Agent;release of all Liens securing the Obligations under the Existing Credit Agreement). (v) such certificates of good standing from the applicable secretary of state Certified copies of the state resolutions of organization the Board of Directors of the Borrower and each other Loan Party approving this Agreement, the Notes and each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and each other Loan Document. (vi) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, certificates dated reasonably near the Effective Date listing the charter of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each such Loan Party as and each amendment thereto on file in his office and certifying that (A) such amendments are the Administrative Agent may reasonably require evidencing only amendments to such Loan Party's charter on file in his office, (B) such Loan Party has paid all franchise taxes to the identity, authority date of such certificate and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which (C) such Loan Party is a party or is to be a party on duly incorporated and in good standing under the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form laws of Exhibit Q-1;such jurisdiction. (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency A certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions each other Loan Party, signed on the Effective Date after the Borrower’s use behalf of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree statements made in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations certificate shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure ), certifying as to (A) the absence of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition amendments to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer charter of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.other

Conditions Precedent to Initial Borrowing. The obligations of the Lenders to make Loans shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Requisite Lenders or the Administrative Agent (acting at the date on which such conditions are satisfied direction of, or waived herein in accordance with Section 12.1 shall be the “Effective Date”consent of, the Requisite Lenders): (a) The Administrative Agent’s and the Requisite Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Requisite Lenders or the Administrative Agent:Agent (acting at the direction of, or with the consent of, the Requisite Lenders): (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iiiii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iii) the Fee Letter, duly executed by each party thereto; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank[reserved]; (B) [Reservedreserved]; and (C) evidence that all other actions, recordings and filings that the Requisite Lenders, Administrative Agent and (acting at the direction of, or with the consent of, the Requisite Lenders) and/or the Collateral Agent (acting at the direction of, or with the consent of, the Requisite Lenders) has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders or the Administrative AgentAgent (acting at the direction of, or with the consent of, the Requisite Lenders); (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Requisite Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1Q; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R;; and (ixviii) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three one (31) Business Days Day before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility)cash. (c) Prior All conditions to effectiveness contained in Section 2 of Amendment No. 6 to the ABL Credit Agreement shall have been, or substantially simultaneously concurrently with the initial Borrowing on the Effective Dateeffectiveness of this Agreement shall be, satisfied (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreementor waived). (d) Prior All conditions to effectiveness contained in Section 3 of Amendment No. 3 to the First Lien Credit Agreement shall have been, or substantially simultaneously concurrently with the initial Borrowings on the Effective Dateeffectiveness of this Agreement shall be, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notessatisfied (or waived). (e) The First Amendment to Intercreditor Agreement Agreement, dated as of the date hereof (the “First Amendment to Intercreditor Agreement”), among Holdings, the Borrower, the Administrative Agent, the First Lien Administrative Agent and the ABL Facility Documentation Administrative Agent shall have been duly executed and delivered by each party thereto, and shall be in full force and effect and (ii) the First Lien/Second Lien Intercreditor Agreement shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties The Lenders shall have taken all other necessary actions such that, after giving effect received a completed “Life of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules theretoeach Mortgaged Property. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers Lenders shall have received all documentation and other information reasonably requested in writing by them at least ten four (104) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations initial Borrowing of Advances under this Agreement shall be made on and as of the Lenders to make Loans shall be subject to first date (the satisfaction or due waiver in accordance with Section 12.1 of each of “Closing Date”) on which the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):precedent have been satisfied: (a) The Administrative Agent’s receipt All amounts owing by the Initial Borrower under the Existing Credit Agreement shall have been, or concurrently with the initial Borrowing hereunder shall be, paid in full, and all commitments of the followinglenders thereunder shall have been, each or concurrently with the initial Borrowing hereunder shall be, terminated in accordance with the terms of which the Existing Credit Agreement. (b) The Initial Borrower shall have paid all accrued fees and expenses of the Agent (including reasonable fees and expenses of counsel to the Agent). (c) On the Closing Date, the following statements shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, true and the Agent shall have received for the account of each properly executed Lender a certificate signed by a Responsible Officer duly authorized representative of the signing Loan Party each in form and substance reasonably satisfactory to Initial Borrower, dated the Administrative AgentClosing Date, stating that: (i) a Committed Loan Notice The representations and warranties contained in accordance with Section 4.01 are correct in all material respects on and as of the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default;Closing Date, and (ii) executed counterparts No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Closing Date the following, each dated such date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender: (i) Certified copies of each of the charter or other organizational documents of the Initial Borrower and of resolutions of the Initial Borrower approving this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificatesall documents evidencing other necessary corporate action and governmental approvals, if any, representing with respect to this Agreement, together with an English translation of each of the Pledged Equity referred to therein accompanied by undated stock powers executed foregoing documents that are not otherwise being provided in blank and instruments evidencing the Pledged Debt indorsed in blank;English. (Bii) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates A certificate of good standing from the applicable secretary of state an authorized representative of the state Initial Borrower certifying the names and true signatures of organization the other authorized representatives of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof Initial Borrower authorized to act as a Responsible Officer in connection with sign this Agreement and the other Loan Documents to which such Loan Party is a party or is documents to be a party on the Effective Date;delivered hereunder. (viiii) an opinion from Proskauer RoseThe Pledge Agreement and the Registration Rights Agreement, LLPin each case duly executed and delivered by the Initial Borrower, New York together with (A) proper financing statements under the Uniform Commercial Code and California similar requirements of law that are necessary to perfect and protect the Mortgage created or purported to be created under the Pledge Agreement, covering all collateral described therein, and (B) proper termination statements under the Uniform Commercial Code and similar requirements of law that are necessary to terminate or amend existing liens on all collateral described therein granted in favor of the Existing Agent under the terms of the Existing Pledge Agreement, in each case, in appropriate form for filing or recording. (iv) Favorable written opinions of counsel to for the Loan Parties substantially Initial Borrower, in the form of (A) Exhibit Q-1; C-1 hereto from Luxembourg counsel to the Initial Borrower, (viiB) an opinion Exhibit C-2 hereto from the Initial Borrower’s special counsel, and (C) Exhibit C-3 hereto from Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇ LLP, Nevada special counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Initial Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (bv) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before A favorable opinion of Shearman & Sterling LLP, counsel for the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amountsAgent, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations initial Borrowing of Advances under this Agreement shall be made on and as of the Lenders to make Loans shall be subject to first date (the satisfaction or due waiver in accordance with Section 12.1 of each of “Closing Date”) on which the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):precedent have been satisfied: (a) The Administrative Agent’s receipt All amounts owing by the Initial Borrower under the Existing Credit Agreement shall have been, or concurrently with the initial Borrowing hereunder shall be, paid in full, and all commitments of the followinglenders thereunder shall have been, each or concurrently with the initial Borrowing hereunder shall be, terminated in accordance with the terms of which the Existing Credit Agreement. (b) The Initial Borrower shall have paid all accrued fees and expenses of the Agent (including reasonable fees and expenses of counsel to the Agent). (c) On the Closing Date, the following statements shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, true and the Agent shall have received for the account of each properly executed Lender a certificate signed by a Responsible Officer duly authorized representative of the signing Loan Party each in form and substance reasonably satisfactory to Initial Borrower, dated the Administrative AgentClosing Date, stating that: (i) a Committed Loan Notice The representations and warranties contained in accordance with Section 4.01 are correct in all material respects on and as of the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default;Closing Date, and (ii) executed counterparts No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Closing Date the following, each dated such date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender: (i) Certified copies of each of the charter or other organizational documents of the Initial Borrower and of resolutions of the Initial Borrower approving this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificatesall documents evidencing other necessary corporate action and governmental approvals, if any, representing with respect to this Agreement, together with an English translation of each of the Pledged Equity referred to therein accompanied by undated stock powers executed foregoing documents that are not otherwise being provided in blank and instruments evidencing the Pledged Debt indorsed in blank;English. (Bii) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates A certificate of good standing from the applicable secretary of state an authorized representative of the state Initial Borrower certifying the names and true signatures of organization the other authorized representatives of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof Initial Borrower authorized to act as a Responsible Officer in connection with sign this Agreement and the other Loan Documents to which such Loan Party is a party or is documents to be a party on the Effective Date;delivered hereunder. (viiii) an opinion from Proskauer RoseThe Pledge Agreement and the Registration Rights Agreement, LLPin each case duly executed and delivered by the Initial Borrower, New York together with (A) proper financing statements under the Uniform Commercial Code and California similar requirements of law that are necessary to perfect and protect the Mortgage created or purported to be created under the Pledge Agreement, covering all Collateral described therein, and (B) proper termination statements under the Uniform Commercial Code and similar requirements of law that are necessary to terminate or amend existing liens on all Collateral granted in favor of the Existing Agent under the terms of the Existing Pledge Agreement, in each case, in appropriate form for filing or recording. (iv) Favorable written opinions of counsel to for the Loan Parties substantially Initial Borrower, in the form of (A) Exhibit Q-1; C-1 hereto from Luxembourg counsel to the Initial Borrower, (viiB) an opinion Exhibit C-2 hereto from the Initial Borrower’s special counsel, and (C) Exhibit C-3 hereto from Cadwalader, W▇▇▇▇▇▇▇▇▇ & T▇▇▇▇▇▇▇, ▇ LLP, Nevada special counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Initial Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (bv) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before A favorable opinion of Shearman & Sterling LLP, counsel for the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amountsAgent, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender to make an Advance on the occasion of the Lenders to make Loans initial Borrowing shall be subject to the occurrence of the Effective Date and the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Agent’s receipt following statements shall be true (and each of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer giving of the signing Loan Party each applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in form Section 4.01 are correct in all material respects on and substance as of such date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such Borrowing, or from the application of the proceeds therefrom, that would result in a Default or Event of Default; (b) The Agent shall have received a "payoff" letter or letters or other documentation reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance Agent with the requirements hereof provided that such notice shall not include any representation or statement as respect to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document existing indebtedness set forth on Schedule 1.1A required 3.02(b) (it being understood that the Borrower's existing letters of credit shall be permitted to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blankremain outstanding); (Bc) [Reserved]; andThe Agent shall have received the Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16; (Cd) evidence The Agent shall be satisfied that all other actionsAdvances comply with Federal Reserve System Board Regulations T, recordings U and filings that X, and the Administrative Borrower shall have delivered to the Agent a properly completed Federal Reserve Form U-1 for each Lender with respect to the Advances; (e) The Borrower shall have paid (i) all accrued, out of pocket fees and expenses of the Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer Lenders in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on transactions contemplated hereby (including the Effective Date; (vi) an opinion from Proskauer Roseaccrued reasonable fees and expenses of Mayer, LLPBrown, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, & Maw LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) all fees due to the Lead Arrangers pursuant to the Amended and Restated Fee Letter, dated as of June 6, 2006, among the Lead Arrangers and the Borrower, in each case to the extent an invoice shall have requested been presented to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Datewith respect thereto; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (ef) The Intercreditor Bridge Credit Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations of the Lenders to make Loans shall be initial Borrowing is subject to the satisfaction further condition precedent that the Agent shall have received, on or due waiver before the date of such initial Borrowing (unless otherwise indicated), in accordance with Section 12.1 of each of form and substance satisfactory to the following conditions precedent, except as otherwise agreed between the Borrower Agent and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):Lenders: (a) The Administrative Agent’s receipt Servicing Agreement referred to in Section 5.01(s), duly executed by the Deputy Attorney General of the followingState of Pennsylvania to evidence its approval of such agreement as to form and legality; (b) A favorable opinion of counsel to PHEAA, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specifiedin its capacity as a Servicer, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (iic) executed counterparts of this Agreement and the Guaranty; (iii) a Note The Verification Agent Agreement, duly executed by the Borrower in favor of each Lender that has requested and the Verification Agent, and certified by the Borrower as being a Note at least two (2) Business Days in advance of the Effective Datetrue and correct copy thereof; (ivd) each Collateral Document set forth on Schedule 1.1A required Evidence that at the initial Borrowing (after giving effect to be executed on deposits into the Effective Date as indicated Reserve Account pursuant to Section 3.04(a) hereof on such schedule, duly executed by each Loan Party thereto, together with: (Adate) copies of certificates, if any, representing the Pledged Equity referred amount on deposit in the Reserve Account is at least equal to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blankReserve Account Minimum Balance; (Be) [Reserved]; and (C) evidence The Schedule of Pledged Student Loans with respect to each Student Loan that all other actions, recordings and filings that is to be acquired or otherwise funded with the Administrative Agent proceeds of such initial Borrowing and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory its due diligence with respect to each of the Administrative AgentStudent Loans listed on the Schedule of Pledged Student Loans and shall not have rejected any of the Student Loans listed on the Schedule of Pledged Student Loans as not being Eligible Student Loans; (vf) such certificates A legal opinion of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, Hudson Cook LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from B▇▇▇▇▇▇▇r, ▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying concluding that (i) the Borrower is permitted under all applicable laws to the matters set forth in Section 4.1(c), (jbe a lender of Student Loans [CONFIDENTIAL](12) and (kii) that the Underwriting Guidelines and form of the Student Loan Notes comply with all consumer protection and other applicable laws; (g) A Warehouse Trust Receipt from the Custodian acknowledging that it is holding, as bailee on behalf of the Agent, an original Student Loan Note with respect to each Pledged Student Loan; and (h) A pro-forma settlement statement prepared in respect of the initial Borrowing (that shall include a pro forma Coverage Condition Certificate and a certification that all representations and warranties hereunder are true and correct, and shall include, or be accompanied by a listing of Pledged Student Loans). Without limiting By accepting the generality proceeds of the provisions of initial Borrowing, the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender Borrower shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory represented and warranted that all of the conditions precedent to the Lenders unless an officer commencement of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall Revolving Period have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowingbeen met.

Conditions Precedent to Initial Borrowing. The obligations obligation of the Lenders each Lender to make Loans its initial Advance hereunder shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and precedent that the Administrative Agent (shall have received on or before the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of Closing Date the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (ia) a Committed Loan Notice each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Defaultfull force and effect; (iib) executed counterparts true and complete copies of this Agreement the Constituent Documents of the Borrower and the Guaranty; (iii) a Note executed by Collateral Manager as in effect on the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Funding Effective Date; (ivc) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) true and complete copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in full force and effect as of connection with the Effective Date; andtransactions contemplated by this Agreement; (xid) copies a certificate of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates Responsible Officer of the Borrower and of the Collateral Manager certifying (i) as to its wholly owned Domestic SubsidiariesConstituent Documents, (ii) shall not constitute conditions precedent its certificate of good standing issued by the jurisdiction of its organization, (iii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iv) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the Credit Extensions on extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (v) no Default or Event of Default has occurred and is continuing, and (vi) as to the Effective Date after incumbency and specimen signature of each of its Responsible Officers authorized to execute the Borrower’s use of commercially reasonable effortsFacility Documents to which it is a party; (e) proper financing statements, without undue burden or cost, to provide such items duly filed on or prior before the Funding Effective Date, under the UCC in all jurisdictions that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) payoff or release letters evidencing the termination of, and repayment in full of obligations under, the Prior Credit Agreement, and copies of proper financing statement filings necessary to release or assign (in the discretion of the Administrative Agent) all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any transferor in connection with the Prior Credit Agreement; (g) legal opinions (addressed to each of the Secured Parties) of Dechert LLP, New York counsel to the Effective Date if Borrower and the Borrower agrees Collateral Manager and Nixon Peabody LLP, counsel to deliverthe Collateral Agent, or cause to be delivered, covering such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date matters as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms its counsel shall reasonably request; (h) evidence reasonably satisfactory to it that all of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date Covered Accounts shall have been paid in full in cash (which such amounts, notwithstanding established; and the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution Account Control Agreement shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party theretothe Borrower, the Collateral Agent and the Custodian and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements.; (i) The evidence that (x) all fees to be received by each Lender on or prior to the Closing Date have been received; and (y) the accrued fees and expenses of Chapman and Cutler, counsel to the Administrative Agent and Agent, in connection with the Arrangers transactions contemplated hereby (to the extent invoiced prior to the Closing Date), shall have been paid by the Borrower; (j) an executed counterpart of the Collateral Agent Fee Letter; (k) Delivery of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the provisions of Article XIV shall have been effected; (l) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Closing Date and (B) those granted pursuant to this Agreement; (ii) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to this Agreement; (iv) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (v) this Agreement creates, upon Delivery of Collateral, filing of the financing statements required hereunder and execution of the Account Control Agreement, a first priority, perfected security interest in the Collateral, except as permitted by this Agreement; (m) reserved; (n) an executed Certificate of Beneficial Ownership and all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations ; and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower, the Collateral Manager and the BDC; (o) a closing certificate of a Responsible Officer of from the Borrower substantially in the form and substance reasonably satisfactory set forth on Exhibit H hereto; (p) on or before the Closing Date, delivery to the Administrative AgentCustodian of Related Documents for initial Eligible Collateral Loans; (q) such other opinions, certifying to instruments, certificates and documents from the matters set forth in Section 4.1(c), (j) and (k). Without limiting Borrower as the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Agents or any Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowingreasonably requested.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender Party to make an Advance and the obligation of an L/C Bank to Issue a Letter of Credit on the occasion of the Lenders to make Loans shall be initial Borrowing is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter, bylaws and each class of Equity Interests of each Loan Party and of each agreement or instrument relating to such structure or capitalization. (i) The Required Lenders under the Existing Credit Agreement shall have consented to the addition of a revolving credit facility to the Existing Credit Agreement, the proceeds of which shall be used to repay all Advances under and as defined in the Existing Credit Agreement and (ii) the Administrative Agent (A) shall be satisfied, and shall have received satisfactory evidence, that any outstanding notes under the Existing Credit Agreement held by any lender thereunder who is not a Lender under this Agreement shall be prepaid, redeemed or defeased in full or otherwise satisfied and extinguished contemporaneously with the initial Borrowing and (B) shall be satisfied in all respects with the Existing Debt and all terms and conditions of any Existing Debt Agreement; (c) Since December 28, 2003 nothing shall have occurred (and the Lenders shall have become aware of no facts or conditions not previously known) which the Lenders shall determine could reasonably be expected to have a Material Adverse Effect. (d) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened before any court, governmental agency or arbitrator affecting any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document or the consummation of the transactions contemplated hereby. (e) The Borrower shall have paid all accrued costs, fees and expenses of, or other compensation payable to, the Administrative Agent’s receipt , the Syndication Agent, the Lead Arranger and the Lender Parties (including the accrued fees and expenses of counsel to the Administrative Agent, the Syndication Agent and the Lead Arranger). (f) The Synthetic Lease Documents shall be in full force and effect, and no consent shall be required thereunder in connection with the execution and delivery of this Agreement. (g) The Administrative Agent shall have received, and shall be satisfied in all respects with, (i) if not readily available from public sources on the internet, the Consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Years ended December 30, 2001, December 29, 2002 and December 28, 2003, including balance sheets and income and cash flow statements audited by independent public accountants of recognized national standing and prepared in conformity with GAAP and (ii) the unaudited interim Consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. (h) The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each of which shall be originals or facsimiles dated such day (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative AgentAgent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) Fully executed counterparts of any Default;this Agreement. (ii) executed counterparts The Notes to the order of this Agreement and the Guaranty;each Lender, as appropriate. (iii) a Note executed by Certified copies of the resolutions of the Board of Directors of the Borrower in favor and each other Loan Party approving this Agreement, the Notes, and each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, and each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date;other Loan Document. (iv) With respect to each Collateral Document set forth Loan Party, a copy of a certificate of the Secretary of State of the State of such Loan Party’s organization, dated reasonably near the date of the initial Borrowing, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office, and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such office, (2) such Loan Party has paid all franchise taxes to the date of such certificate, and (3) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of such Loan Party’s organization. (v) With respect to each Loan Party, a copy of a certificate of the Secretary of State of each jurisdiction in which such Loan Party is qualified to do business, as listed on Schedule 1.1A 4.01(h)(v), dated reasonably near the date of the initial Borrowing, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be executed filed to the date of such certificate. (vi) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 4.01(h)(iv), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the Effective Date date of the initial Borrowing, (C) the due incorporation and good standing of such Loan Party as indicated a corporation organized under the laws of the State of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Borrowing and (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing, that constitutes a Default. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such scheduleLoan Party authorized to sign this Agreement, the Notes, and each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (viii) A reaffirmation agreement in substantially the form of Exhibit E-4 (as amended from time to time in accordance with its terms, the “Reaffirmation Agreement”), duly executed by each Loan Party theretoParty, together with: (A) copies of certificatescertificates representing any Pledged Shares (as defined in the Pledge Agreement) not previously delivered to the Collateral Agent (as defined in the Pledge Agreement), if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank blank, and any instruments evidencing the Pledged Debt indorsed (as defined in the Security Agreement) not previously delivered to the Administrative Agent, endorsed in blank;, (B) [Reserved]; duly executed financing statements in appropriate form for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect, maintain and protect the Liens created by the Security Agreement, the Pledge Agreement and the Subordinate Security Agreement covering the Collateral described in the Security Agreement, the Pledge Agreement and the Subordinate Security Agreement and completed requests for information dated on or before the date of the initial Borrowing listing all effective financing statements filed in such jurisdictions that name any Subsidiary of the Borrower (other than any Foreign Subsidiary) as debtor, together with copies of such other financing statements, (C) evidence of the insurance required by the terms of the Security Agreement and the Subordinate Security Agreement (subject to such exceptions as may be acceptable to the Administrative Agent), and (D) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect, maintain and protect the Liens created under the Security Agreement, the Pledge Agreement, the Subordinate Security Agreement or covering any Collateral, or the priority thereof, has been taken. (ix) Trust Deed Modifications with respect to the Trust Deeds, duly executed by the applicable Loan Party in appropriate form for filing in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to maintain a valid and subsisting Lien subject only to Permitted Liens on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties, together with: (A) Trust Deed modification endorsements to the Trust Deed Policies issued by Chicago Title Insurance Company in form and substance and in amounts acceptable to the Administrative Agent, (B) evidence of the insurance required by the terms of each Trust Deed (subject to such exceptions as may be acceptable to the Administrative Agent), and (C) evidence that all other actions, recordings and filings action that the Administrative Agent may deem necessary or desirable in order to maintain valid first and subsisting Liens on the Collateral Agent property described in the Trust Deeds has reasonably requested to be been taken. (x) Intentionally omitted. (xi) Such financial, completed or otherwise provided for to satisfy business and other information regarding the Collateral Borrower and Guarantee Requirement its Subsidiaries as the Lender Parties shall have been takenrequested, completed or otherwise provided for including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and Employee Benefit Plans, collective bargaining agreements and other arrangements with employees, and forecasts prepared by management of the Borrower, in a manner reasonably form and substance satisfactory to the Administrative Agent;Lender Parties, of balance sheets, income statements and cash flow statements on an annual basis for each year until the Commitment Termination Date. (vxii) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan PartyA certificate, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1;I hereto, attesting to the Solvency of each Loan Party before and after giving effect to the transactions contemplated hereby, from the Borrower’s chief financial officer. (viixiii) an opinion from Favorable opinions of (i) Holland & Knight LLP, special California counsel for the Borrower and the other Loan Parties, in substantially the form of Exhibit J-1 hereto and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLPgeneral counsel of the Borrower, Nevada counsel to the Loan Parties in substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially J-2 hereto and, in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insuredeach case, as applicable, under each insurance policy with respect to such insurance other matters as to which any Lender Party through the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall may reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations initial Borrowing of Advances under this Agreement shall be made on and as of the Lenders to make Loans shall be subject to first date (the satisfaction or due waiver in accordance with Section 12.1 of each of "Closing Date") on which the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):precedent have been satisfied: (a) The Administrative Agent’s receipt All amounts owing by the Initial Borrower under the Existing Credit Agreement shall have been, or concurrently with the initial Borrowing hereunder shall be, paid in full, and all commitments of the followinglenders thereunder shall have been, each or concurrently with the initial Borrowing hereunder shall be, terminated in accordance with the terms of which the Existing Credit Agreement. (b) The Initial Borrower shall have paid all accrued fees and expenses of the Agent (including reasonable fees and expenses of counsel to the Agent). (c) On the Closing Date, the following statements shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, true and the Agent shall have received for the account of each properly executed Lender a certificate signed by a Responsible Officer duly authorized representative of the signing Loan Party each in form and substance reasonably satisfactory to Initial Borrower, dated the Administrative AgentClosing Date, stating that: (i) a Committed Loan Notice The representations and warranties contained in accordance with Section 4.01 are correct in all material respects on and as of the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default;Closing Date, and (ii) executed counterparts No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Closing Date the following, each dated such date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender: (i) Certified copies of each of the charter or other organizational documents of the Initial Borrower and of resolutions of the Initial Borrower approving this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificatesall documents evidencing other necessary corporate action and governmental approvals, if any, representing with respect to this Agreement, together with an English translation of each of the Pledged Equity referred to therein accompanied by undated stock powers executed foregoing documents that are not otherwise being provided in blank and instruments evidencing the Pledged Debt indorsed in blank;English. (Bii) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates A certificate of good standing from the applicable secretary of state an authorized representative of the state Initial Borrower certifying the names and true signatures of organization the other authorized representatives of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof Initial Borrower authorized to act as a Responsible Officer in connection with sign this Agreement and the other Loan Documents to which such Loan Party is a party or is documents to be a party on the Effective Date;delivered hereunder. (viiii) an opinion from Proskauer RoseThe Pledge Agreement and the Registration Rights Agreement, LLPin each case duly executed and delivered by the Initial Borrower, New York together with (A) proper financing statements under the Uniform Commercial Code and California similar requirements of law that are necessary to perfect and protect the Mortgage created or purported to be created under the Pledge Agreement, covering all Collateral described therein, and (B) proper termination statements under the Uniform Commercial Code and similar requirements of law that are necessary to terminate or amend existing liens on all Collateral granted in favor of the Existing Agent under the terms of the Existing Pledge Agreement, in each case, in appropriate form for filing or recording. (iv) Favorable written opinions of counsel to for the Loan Parties substantially Initial Borrower, in the form of (A) Exhibit Q-1; C-1 hereto from Luxembourg counsel to the Initial Borrower, (viiB) an opinion Exhibit C-2 hereto from ▇▇▇▇▇▇▇the Initial Borrower's special counsel, and (C) Exhibit C-3 hereto from Cadwalader, Wickersham & Taft LLP, speci▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel ▇ to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the ▇▇▇▇ial Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (bv) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before A favorable opinion of Shearman & Sterling LLP, counsel for the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amountsAgent, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of the Lenders Lender to make Loans shall be a Disbursement on occasion of the Borrowing hereunder is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Agent’s receipt of the following, each of which Lender shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance satisfied with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) terms and conditions of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents and the aggregate amount of the Loan shall be THREE MILLION FIVE HUNDRED THOUSAND DOLLARS (US$3,500,000.00). (b) The Lender shall have a valid and perfected first-priority security interest in the Collateral (other than the real property of the Borrower, listed in Schedule A, that shall be registered and perfected in accordance with Section 5.02 n); all filings, recordations, and searches necessary or desirable in connection with such security interests shall have been duly made or obtained; and all filing and recording taxes and fees shall have been paid. (c) The Lender shall be satisfied with the corporate and legal structure and capitalization of the Borrower and each of its Guarantors, including, without limitation, the terms and conditions of the corporate organizational documents and shareholders' agreement (if any) of the Borrower and each such Guarantor and of each agreement or instrument relating thereto. (d) All Material Contracts shall be in full force and effect and delivered to the Lender prior to the date hereof with certification from the Borrower as to their completeness and effectiveness and (ii) have not been amended, modified or rescinded since such delivery, shall be satisfactory to the Lender. (e) There shall have occurred no event or circumstance that could reasonably be expected to (i) result in a Material Adverse Change, (ii) have a material adverse effect on the ability of the Borrower to meet its obligations under any Loan Document or Material Contract to which it is a party. (f) The Lender shall have received each of the following in form and substance satisfactory to the Lender: (i) three years historical financial statements (including Balance Sheets, profit and Loss, and Cash Flow Statements) of PriceSmart, Inc.; (ii) Business Plan and Cash Flow Projections for the Borrower and PriceSmart Honduras for the duration of the Loan Term; (iii) Business Plan and Cash Flow Projections for PriceSmart Inc. and PSMT Caribe Inc. for 2000-2001, (iv) As-Built Plans and Specifications; Environmental Impact Report, if required, soil reports, occupancy permits and required governmental approvals; (v) Leasing, Shareholder and Licensing Agreements including: a) Licensing, Technology Transfer, Training and Sourcing Agreement among PriceSmart, Inc., Venture Services, Inc. and PriceSmart Honduras, dated September 1, 1999, b) Lease Agreement between the Borrower and PriceSmart, which will be signed before closing of the loan and c) Shareholder Agreement between PriceSmart, Inc. and PSC, S.A, dated September 14, 1998; (vi) MAI Appraisal, in a form and from an appraisal firm acceptable to the Lender. Such appraisal is to result in a minimum valuation of FIVE MILLION DOLLARS (US$5,000,000.00) for the property on an "As-is" basis and (vii) such other documents as reasonably required by the Lender. (g) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect in a manner adverse to the Lender the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby. (h) All governmental and third party consents, approvals, authorizations and licenses necessary in connection with any Loan Document or the transactions contemplated thereby, if any, shall have been obtained, shall be in full force and effect and, except for the governmental and third party consents, approvals, authorizations and licenses listed in Schedule I that (i) were delivered to the Lender prior to the date hereof with certification from the Borrower as to their completeness and effectiveness and (ii) have not been amended, modified or rescinded since such delivery, shall be satisfactory to the Lender; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Lender that restrains, prevents or imposes materially adverse conditions on the Borrower, any Loan Document or the transactions contemplated thereby. (i) The Cross-Border Insurance shall be in full force and effect and shall be satisfactory in all respects to the Lender. (j) The Lender shall have received on or before the date of the initial Borrowing the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified) and in sufficient copies for the Lender: (i) Notarized declaration of the Corporate Secretary of the board of directors of each Loan Party establishing that all said parties have met all necessary corporate requirements to the satisfaction of the Lender, and the transactions contemplated thereby and of all documents evidencing other necessary corporate requirements and governmental and other third party approvals and consents, if any, with respect to such Loan Document. (ii) Copies of the organizational documents of each Loan Party and all amendments thereto certified by the General Manager, a Vice President or Secretary of such Loan Party as being a true, correct and complete copy thereof. (iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is a party or is to be a party on and the Effective Date;other documents to be delivered hereunder and thereunder. (viiv) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form Certified copies of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer all Material Contracts of the Borrower listed in Schedule B (as of the Effective Date and after giving effect to the TransactionLeasing Agreement, License Agreement, etc.) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (fv) Prior to or substantially simultaneously with Each of the initial Borrowing Mortgage on Real Property, the Pledge of Equipment, the Pledge of the Furniture, Pledge of the Fixtures, Assignment of the Leasing Agreement and of the Licensing, Technology Transfer, Training and Sourcing Agreement, in each case duly executed by the parties thereto on the Effective Datedate hereof and substantially in the form of the relevant Exhibit hereto, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than together with: (A) evidence of the Loanscompletion of all recordings, filings, registrations and notices of or with respect to each such Collateral Document (other than the registration of the Mortgages on Real Property with the appropriate Honduran registries that shall be completed in accordance with Section 5.02 n) that the Lender may deem necessary or desirable in order to perfect and protect the Liens created thereby; and (B) borrowings evidence that all other action that the Lender may deem necessary or desirable in order to perfect and letter of credit obligations protect the first priority liens and security interests created under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules theretoeach such Collateral Document. (gvi) The Arrangers shall have received the Annual Financial Statements Cross-Border Insurance, duly executed by OPIC and the Quarterly Financial StatementsLender, substantially in the form of Exhibit __ hereto, which agreement shall be in full force and effect. (hvii) The Arrangers shall have received Recognition of Debt in respect of the Pro Forma Financial StatementsBorrowing, duly executed by the Borrower, substantially in the form of Exhibit III hereto. (iviii) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as A certificate of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Chief Financial Officer of the Borrower Borrower, in form and substance reasonably satisfactory to the Administrative AgentLender, certifying as to the matters set forth in Section 4.1(c)a) DEBT SERVICE RATIO. Debt Service Ratio for the San ▇▇▇▇▇ Sula store shall not fall below the level of 1.10 for year 2000 and 2001, 1.20 for year 2002, and 1.30 for year 2003, and 1.5 for year 2004. Debt Service Ratio for the consolidated San ▇▇▇▇▇ Sula and Tegucigalpa stores shall not fall below the level of 1.50 for year 2001, 2.0 for year 2002, 2.1 for year 2003, and 2.50 for year 2004. The debt service ratio is defined as: net income plus interest plus depreciation plus amortization divided by principal plus interest payment. Cash Coverage Ratio, defined below, for the consolidated San ▇▇▇▇▇ Sula and Tegucigalpa stores shall not fall below 1.4 for year 2000. Cash Coverage Ratio is defined as: EBITDA + Cash at hand - US$500,000.00) / (j) and (kInterest Exp. + Current Maturity of Long term debt). Without limiting EBITDA will be calculated utilizing the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowingpast twelve months.

Conditions Precedent to Initial Borrowing. The obligations obligation of ----------------------------------------- each Lender Party to make an Advance and the obligation of an L/C Bank to Issue a Letter of Credit on the occasion of the Lenders to make Loans shall be initial Borrowing is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent: (a) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party, except as otherwise agreed including the terms and conditions of the charter, bylaws and each class of Equity Interests of each Loan Party and of each agreement or instrument relating to such structure or capitalization. (b) The Lender Parties (i) shall be satisfied, and shall have received satisfactory evidence, that the Existing Credit Agreement, the Casino Note and the hedge agreements (x) between the Borrower and Bank of America, N.A. and (y) between the Borrower and Credit Lyonnais Los Angeles Branch (collectively, the "Existing Hedge Agreements") shall be prepaid, redeemed or ------------------------- defeased in full or otherwise satisfied and extinguished contemporaneously with the initial Borrowing and any agreement, instrument or document relating to the Existing Credit Agreement, the Casino Note and the Existing Hedge Agreements shall be cancelled on the Closing Date, (ii) shall be satisfied with, and shall have received, all instruments or other documents required to terminate any and all liens and security interests granted pursuant to, or in connection with, the Existing Credit Agreement, the Casino Note and the Existing Hedge Agreements or to release any collateral relating to the Existing Credit Agreement, the Casino Note and the Existing Hedge Agreements (including, without limitation, a payoff letter, UCC termination statements, real property releases and reconveyances, and releases of liens recorded in the U.S. Patent and Trademark Office), all of which shall have been duly executed by the appropriate party thereto and, where so required, shall have been positioned for filing with the appropriate authorities promptly following the initial Borrowing, (iii) shall be satisfied, and shall have received satisfactory evidence, that the Lien securing the hedge agreement between the Borrower and Union Bank of California, N.A. is pari passu with the Liens granted to the Administrative Agent pursuant to the Collateral Documents, and (iv) shall be satisfied in all respects with the Surviving Debt and all terms and conditions of any Surviving Debt Agreement; (c) Since December 31, 2000 nothing shall have occurred (and the Lenders shall have become aware of no facts or conditions not previously known) which the Lenders shall determine could reasonably be expected to have a Material Adverse Effect. (d) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened before any court, governmental agency or arbitrator affecting any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document or the consummation of the transactions contemplated hereby. (e) The Borrower shall have paid all accrued costs, fees and expenses of, or other compensation payable to, the Administrative Agent, the Syndication Agent, the Lead Arranger and the Lender Parties (including the accrued fees and expenses of counsel to the Administrative Agent, the Syndication Agent and the Lead Arranger). (f) The Borrower shall have entered into the Synthetic Lease with respect to the Properties (as defined in the Participation Agreement), and shall have terminated and satisfied all obligations with respect to any synthetic leases of the Borrower existing before the Closing Date, in each case on terms and conditions satisfactory to the Administrative Agent, and the Administrative Agent (and any Lender Party so requesting copies) shall have received copies of all of the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 Synthetic Lease Documents and shall be satisfied in all respects with the “Effective Date”):terms and conditions therein. (ag) The Administrative Agent’s receipt Agent shall have received, and shall be satisfied in all respects with, (i) the Consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Years ended January 2, 2000 and December 31, 2000, including balance sheets and income and cash flow statements audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, (ii) the most recent interim quarterly financial statements of the Borrower and its Subsidiaries, and (iii) unaudited year-to-date financial statements of the Borrower and its Subsidiaries for the period ending October 7, 2001. (h) The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each of which shall be originals or facsimiles dated such day (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative AgentAgent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) Fully executed counterparts of any Default;this Agreement. (ii) executed counterparts The Notes to the order of this Agreement and the Guaranty;each Lender, as appropriate. (iii) a Note executed by Certified copies of the resolutions of the Board of Directors of the Borrower in favor and each other Loan Party approving this Agreement, the Notes, and each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, and each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date;other Loan Document. (iv) With respect to each Collateral Document set forth Loan Party, a copy of a certificate of the Secretary of State of the State of such Loan Party's organization, dated reasonably near the date of the initial Borrowing, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary's office, and (B) that (1) such amendments are the only amendments to such Loan Party's charter on file in such office, (2) such Loan Party has paid all franchise taxes to the date of such certificate, and (3) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of such Loan Party's organization. (v) With respect to each Loan Party, a copy of a certificate of the Secretary of State of each jurisdiction in which such Loan Party is qualified to do business, as listed on Schedule 1.1A 4.01(h)(v), dated reasonably near the date of the initial Borrowing, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be executed filed to the date of such certificate. (vi) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's certificate referred to in Section 4.01(h)(iv), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the Effective Date date of the initial Borrowing, (C) the due incorporation and good standing of such Loan Party as indicated a corporation organized under the laws of the State of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Borrowing and (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing, that constitutes a Default. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such scheduleLoan Party authorized to sign this Agreement, the Notes, and each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (viii) A security agreement in substantially the form of Exhibit E-1 (as amended from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Loan Party theretoParty, ------------------ and a pledge agreement in substantially the form of Exhibit E-2 (as amended from time to time in accordance with its terms, the "Pledge ------ Agreement"), duly executed by each Subsidiary of the Borrower (other --------- than any Foreign Subsidiary), together with: (A) copies of certificates, if any, certificates representing the Pledged Equity referred to therein Shares (as defined in the Pledge Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed (as defined in the Security Agreement) endorsed in blank;, (B) [Reserved]; andduly executed financing statements in appropriate form for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Agreement and the Pledge Agreement covering the Collateral described in the Security Agreement and the Pledge Agreement and completed requests for information dated on or before the date of the initial Borrowing listing all effective financing statements filed in such jurisdictions that name any Subsidiary of the Borrower (other than any Foreign Subsidiary) as debtor, together with copies of such other financing statements, (C) evidence of the insurance required by the terms of the Security Agreement (subject to such exceptions as may be acceptable to the Administrative Agent), and (D) evidence that all other actions, recordings and filings action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created under the Security Agreement, the Pledge Agreement or covering any Collateral, or the priority thereof, has been taken (including receipt of duly executed payoff letters and UCC termination statements). (ix) Deeds of trust, trust deeds and mortgages in substantially the form of Exhibit F and covering the properties listed on Schedule 5.01(r)(i) other than the Escondido Property, Store #405 and the Collateral properties located in Mexico (as amended from time to time in accordance with their terms, the "Mortgages"), duly executed by the --------- Borrower in appropriate form for filing in all filing or recording offices that the Administrative Agent has reasonably requested may deem necessary or desirable in order to create a valid and subsisting Lien subject only to Permitted Liens on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties, together with: (A) American Land Title Association Lender's Extended Coverage title insurance policies (the " Mortgage Policies") ----------------- issued by Chicago Title Insurance Company in form and substance, with endorsements and in amounts acceptable to the Administrative Agent, insuring the Mortgages to be takenvalid first and subsisting Liens on the property described therein, completed 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 (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) as the Administrative Agent may deem necessary or otherwise provided for desirable, (B) an appraisal of each of the properties described in the Mortgages to satisfy the Collateral extent required by, and Guarantee Requirement complying with, the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, (C) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Administrative Agent may deem necessary or desirable and the Borrower is able to obtain using commercially reasonable efforts (which shall have been takennot include the payment of any amounts to such lessors or third parties as an inducement to such lessors and third parties to execute such consents, completed agreements, estoppel letters or otherwise provided for confirmations), (D) evidence of the insurance required by the terms of each Mortgage (subject to such exceptions as may be acceptable to the Administrative Agent), (E) favorable opinions of local counsel with respect to the Mortgages in a manner reasonably form and substance satisfactory to the Administrative Agent;, and (vF) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or evidence that all other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as action that the Administrative Agent may reasonably require evidencing the identity, authority deem necessary or desirable in order to create valid first and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party subsisting Liens on the Effective Date;property described in the Mortgages has been taken. (vix) an opinion A guaranty in substantially the form of Exhibit G (as amended from Proskauer Rosetime to time in accordance with its terms, LLPthe "Guaranty"), New York duly executed by each of the Borrower's -------- direct and California counsel indirect Subsidiaries (other than any Foreign Subsidiary). (xi) Such financial, business and other information regarding the Borrower and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and Employee Benefit Plans, collective bargaining agreements and other arrangements with employees, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the initial Borrowing), pro forma financial statements as to the Loan Parties substantially Borrower and forecasts prepared by management of the Borrower, in form and substance satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements on a monthly basis for the first year following the day of the initial Borrowing and on an annual basis for each year thereafter until the Commitment Termination Date. (xii) A certificate, in the form of Exhibit Q-1;I hereto, attesting to the Solvency of each Loan Party before and after giving effect to the transactions contemplated hereby, from the Borrower's chief financial officer. (viixiii) an opinion from Favorable opinions of (i) Holland & Knight LLP, special California counsel for the Borrower and the other Loan Parties, in substantially the form of Exhibit J-1 hereto and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLPgeneral counsel of the Borrower, Nevada counsel to the Loan Parties in substantially in the form of Exhibit Q-2;J-2 hereto and, in each case, as to such other matters as any Lender Party through the Agent may reasonably request. (viiixiv) a solvency certificate an Intercompany Note in substantially the form of Exhibit H (as amended from time to time, each an "Intercompany Note") ----------------- from each Guarantor in favor of the chief financial officer Borrower, accompanied by an endorsement by the Borrower in favor of the Administrative Agent. (xv) (A) Deeds of trust, trust deeds and mortgages in substantially the form of Exhibit N-1 and covering the Synthetic Lease Properties duly executed by the Owner Trustee and (B) deeds of trust, trust deeds and mortgages in substantially the form of Exhibit N-2 and covering the Borrower's leasehold interest in the Synthetic Lease Properties duly executed by the Borrower (as collectively, the "Second ------ Mortgages"), in each case in appropriate form for filing in all filing --------- or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid and subsisting Lien in favor of the Effective Date and after giving effect Administrative Agent for the benefit of the Secured Parties, subordinate only to the Transaction) substantially Lien created by the Synthetic Lease Documents to the extent provided in the form attached hereto as Exhibit R;Intercreditor Agreement (Leased Property). (ixxvi) evidence that all insurance A security agreement in substantially the form of Exhibit E-3 (excluding title insurance) required as amended from time to be maintained pursuant to time in accordance with its terms, the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto"Subordinate Security Agreement"), duly executed by the parties thereto, together with all material agreements, instruments ------------------------------ Owner Trustee and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent create a valid and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct subsisting Lien in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer favor of the Administrative Agent responsible for the transactions contemplated benefit of the Secured Parties in all of the personal property financed under the Synthetic Lease Documents, subordinate only to the Lien created by the Loan Synthetic Lease Documents shall have received notice from such Lender prior to the Borrowing on extent provided in the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.Intercreditor Agreement (Leased Property), together with duly executed financing statement

Conditions Precedent to Initial Borrowing. The obligations ----------------------------------------- obligation of each Lender to make an Advance on the occasion of the Lenders to make Loans shall be initial Borrowing is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent: (a) There shall have occurred no Material Adverse Change since June 30, except 1992. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the best knowledge of the Loan Parties, threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to materially adversely affect the Facilities or the consummation of the transactions contemplated hereby. (c) The Lenders shall be satisfied that all governmental and third party consents and approvals necessary in connection with the Facilities have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and are in effect; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the Facilities. (d) Contemporaneously with the initial Borrowing, all Existing Debt (other than the Surviving Debt) shall be paid in full. (e) TNCL shall have paid (i) all up-front fees to the Lenders as otherwise set forth in the Information Memorandum, (ii) all fees of the Administrative Agent and the Arrangers, in each case as agreed to between the Borrower TNCL and the Administrative Agent or such Arranger and (iii) all reasonable expenses of the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be Administrative Agent, the “Effective Date”):Arrangers and the Lenders (including the reasonable accrued fees and expenses of ▇▇▇▇▇▇▇▇ Chance, ▇▇▇▇▇▇▇▇ Hollingdale & Page and Shearman & Sterling as counsel to the Administrative Agent and the Arrangers). (af) The Administrative Agent’s receipt Agent shall have received on or before the day of the initial Borrowing the following, each of which shall be originals or facsimiles dated such day (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (ivunless otherwise specified) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except in sufficient copies for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.:

Conditions Precedent to Initial Borrowing. The obligations initial Borrowing of Advances under this Agreement shall be made on and as of the Lenders to make Loans shall be subject to first date (the satisfaction or due waiver in accordance with Section 12.1 of each of “Closing Date”) on which the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):precedent have been satisfied: (a) The Administrative Agent’s receipt All amounts owing by the Initial Borrower under the Existing Credit Agreement shall have been, or concurrently with the initial Borrowing hereunder shall be, paid in full, and all commitments of the followinglenders thereunder shall have been, or concurrently with the initial Borrowing hereunder shall be, terminated in accordance with the terms of the Existing Credit Agreement. (b) The Initial Borrower shall have paid all accrued fees and expenses of the Agent (including reasonable fees and expenses of counsel to the Agent). (c) On the Closing Date, the Agent shall have received for the account of each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed Lender a certificate signed by a Responsible Officer duly authorized representative of the signing Loan Party each in form and substance reasonably satisfactory to Initial Borrower, dated the Administrative AgentClosing Date, stating that: (i) a Committed Loan Notice The representations and warranties contained in accordance with Section 4.01 are correct in all material respects on and as of the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default;Closing Date, and (ii) executed counterparts No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Closing Date the following, each dated such date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender: (i) Certified copies of each of the charter or other organizational documents of the Initial Borrower and of resolutions of the Initial Borrower approving this Agreement and the Guaranty;of all documents evidencing other necessary corporate action with respect to this Agreement. (iiiii) a Note executed by the Borrower in favor A certificate of each Lender that has requested a Note at least two (2) Business Days in advance an authorized representative of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on Initial Borrower certifying the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank names and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state true signatures of the state other authorized representatives of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof Initial Borrower authorized to act as a Responsible Officer in connection with sign this Agreement and the other Loan Documents to which such Loan Party is a party or is documents to be a party on the Effective Date;delivered hereunder. (viiii) an opinion from Proskauer Rose[Intentionally Omitted]. (iv) Favorable written opinions of counsel for the Initial Borrower, LLP, New York and California counsel to the Loan Parties substantially in the form of (A) Exhibit Q-1; C-1 hereto from Luxembourg counsel to the Initial Borrower, (viiB) an opinion Exhibit C-2 hereto from the Initial Borrower’s special counsel, and (C) Exhibit C-3 hereto from Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇ LLP, Nevada special counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Initial Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (bv) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before A favorable opinion of Shearman & Sterling LLP, counsel for the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amountsAgent, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Bank to make an Advance on the occasion of the Lenders to make Loans shall be initial Borrowing is subject to the satisfaction or due waiver in accordance with Section 12.1 of following conditions precedent (each of the following conditions precedent, except as otherwise agreed between the Borrower documents referred to below to be in form and substance satisfactory to the Administrative Agent (Agent, dated a date on or within 10 days prior to the date on which such conditions are satisfied or waived herein hereof and in accordance with Section 12.1 shall be the “Effective Date”sufficient copies for each Bank): (a) The Administrative Agent’s receipt Agent shall have received, on behalf of the followingBanks, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer certificate of the signing Loan Party each in form and substance reasonably satisfactory to Secretary or an Assistant Secretary of the Administrative AgentBorrower certifying as to: (i) a Committed Loan Notice in accordance the resolutions of the Board of Directors of the Borrower approving this Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with the requirements hereof provided that such notice shall not include any representation or statement as respect to the absence (or existence) of any Default;this Agreement, (ii) executed counterparts a true and correct copy of this Agreement and the Guaranty;bylaws of the Borrower as then in effect and (iii) a Note executed by the names and true signatures of the officers of the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with sign this Agreement and the other Loan Documents to which such Loan Party is a party or is documents to be a party on the Effective Date;delivered hereunder. (vib) an The Administrative Agent shall have received, on behalf of the Banks, a copy of the restated articles of incorporation of the Borrower and each amendment thereto, each certified by the Secretary of State of the State of Utah as being a true and correct copy thereof, and a certificate of said Secretary of State stating that the Borrower has legal existence and is in good standing with the office of said Secretary of State. (c) The Administrative Agent shall have received, on behalf of the Banks, a favorable opinion from Proskauer Roseof the Assistant General Counsel of the Borrower, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1;C hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (viid) an The Administrative Agent shall have received, on behalf of the Banks, a favorable opinion from ▇▇▇of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇ LLP, Nevada special New York counsel to for the Loan Parties Administrative Agent, substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior NotesD hereto. (e) The Intercreditor Agreement and the ABL Facility Documentation Borrower shall have been duly executed paid all fees due and delivered by each party thereto, and shall be in full force and effectpayable as of or before the Closing Date to the Banks. (f) Prior A certificate from an officer of the Borrower to or substantially simultaneously with the initial Borrowing effect that (i) no Default hereunder shall have occurred and be continuing; (ii) no Default under, and as defined in, the Existing Revolving Credit Agreement shall have occurred and be continuing; and (iii) each of the representations and warranties in Section 4.01 of this Agreement is true and correct on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules theretodate hereof. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate evidence that, on or prior to the Closing Date, the Borrower shall have (i) repaid in full the outstanding principal amount of a Responsible Officer each of the Borrower outstanding “Advances” and “Special Rate Loans” under, and as defined in, the Existing Revolving Credit Agreement, together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other amounts payable thereunder, and (ii) canceled each of the “Commitments” as defined therein. (h) The Administrative Agent shall have received, on behalf of the Banks, a favorable opinion of Utah counsel for the Borrower, in form and substance and covering such matters as reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations initial Borrowing of Advances under this Agreement shall be made on and as of the Lenders to make Loans shall be subject to first date (the satisfaction or due waiver in accordance with Section 12.1 of each of “Closing Date”) on which the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):precedent have been satisfied: (a) The Administrative Agent’s receipt All amounts owing by the Initial Borrower under the Existing Credit Agreement shall have been, or concurrently with the initial Borrowing hereunder shall be, paid in full, and all commitments of the followinglenders thereunder shall have been, or concurrently with the initial Borrowing hereunder shall be, terminated in accordance with the terms of the Existing Credit Agreement. (b) The Initial Borrower shall have paid all accrued fees and expenses of the Agent (including reasonable fees and expenses of counsel to the Agent). (c) On the Closing Date, the Agent shall have received for the account of each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed Lender a certificate signed by a Responsible Officer duly authorized representative of the signing Loan Party each in form and substance reasonably satisfactory to Initial Borrower, dated the Administrative AgentClosing Date, stating that: (i) a Committed Loan Notice The representations and warranties contained in accordance with Section 4.01 are correct in all material respects on and as of the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default;Closing Date, and (ii) executed counterparts No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Closing Date the following, each dated such date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender: (i) Certified copies of each of the charter or other organizational documents of the Initial Borrower and of resolutions of the Initial Borrower approving this Agreement and the Guaranty;of all documents evidencing other necessary corporate action with respect to this Agreement. (iiiii) a Note executed by the Borrower in favor A certificate of each Lender that has requested a Note at least two (2) Business Days in advance an authorized representative of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on Initial Borrower certifying the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank names and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state true signatures of the state other authorized representatives of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof Initial Borrower authorized to act as a Responsible Officer in connection with sign this Agreement and the other Loan Documents to which such Loan Party is a party or is documents to be a party on the Effective Date;delivered hereunder. (viiii) an opinion from Proskauer Rose[Intentionally Omitted]. (iv) Favorable written opinions of counsel for the Initial Borrower, LLP, New York and California counsel to the Loan Parties substantially in the form of (A) Exhibit Q-1; C-1 hereto from Luxembourg counsel to the Initial Borrower, (viiB) an opinion Exhibit C-2 hereto from the Initial Borrower’s special counsel, and (C) Exhibit C-3 hereto from Cadwalader, W▇▇▇▇▇▇▇▇▇ & T▇▇▇▇▇▇▇, ▇ LLP, Nevada special counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Initial Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (bv) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before A favorable opinion of Shearman & Sterling LLP, counsel for the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amountsAgent, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of the Lenders each Lender to make Loans shall be an initial Advance (including the Term Loan) is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are precedent having been satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):duly waived: (a) The Administrative Agent’s receipt of the following, each of which Lenders shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance satisfied with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement corporate and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedulelegal structure, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank capitalization and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates including, without limitation, the terms and conditions of resolutions or other actionthe charter, incumbency certificates and/or other certificates bylaws and each class of Responsible Officers capital stock of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party agreement or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect instrument relating to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code structure or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangerscapitalization. (b) All fees and reasonable and documented out-of-pocket The Lenders shall be satisfied that all Obligations (other than any Existing Letters of Credit which shall be treated as provided in Section 2.13(a)) of the Borrower under the Existing Credit Agreement, whether for principal, interest, fees, expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall otherwise, have been or, concurrently with the making of the initial Borrowing, will be paid in full in cash (which and all Liens securing such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility)Obligations released. (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution The Borrower shall have been consummated; paid all accrued fees and (ii) the Merger shall be consummated in all material respects in accordance with the terms expenses of the Merger AgreementFacility Agents and the Lenders (including all invoiced fees and expenses of counsel to the Facility Agents and of trademark counsel and local counsel to the Lenders). (d) Prior to or substantially simultaneously with There shall have occurred no Material Adverse Change since March 31, 1996 except as described in the initial Borrowings on the Effective Date, letter from the Borrower shall have received at least $250,000,000 in gross cash proceeds from to the issuance of the Senior NotesExisting Lenders, dated August 23, 1996. (e) The Intercreditor Agreement and the ABL Facility Documentation There shall have been duly executed and delivered by each party theretoexist no action, and shall suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that would be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected likely to have a Closing Date Material Adverse Effect. (kf) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Documentation Agent shall have received a certificate of a Responsible Officer on or before the day of the Borrower initial Borrowing the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), Documentation Agent (junless otherwise specified) and (k). Without limiting except for the generality Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the provisions Revolving Lenders and the Term Notes to the order of the last paragraph Term Lenders. (ii) A parent guaranty in substantially the form of Section 9.3Exhibit D-1 (as amended, for purposes supplemented or otherwise modified from time to time in accordance with its terms, the "Parent Guaranty"), duly executed by Parent. (iii) A subsidiary guaranty in substantially the form of determining compliance Exhibit D-2 (together with each other guaranty delivered pursuant to 5.01(o), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the conditions specified in this Section 4.1"Subsidiary Guaranty"), each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated duly executed by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such BorrowingGuarantors (other than Parent).

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender to make an Advance on the occasion of the Lenders to make Loans initial Borrowing shall be subject to the occurrence of the Amendment Effective Date and the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this This Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank Amended and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Restated Bridge Credit Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (fb) Prior The Lenders shall have received: (i) a solvency certificate duly executed and delivered by the chief financial or accounting officer of the Borrower authorized to or substantially simultaneously with sign such certificate, dated as of the initial Borrowing on the Amendment Effective Date, substantially in the Loan Parties shall have taken all other necessary actions such thatform of Exhibit E hereto, (ii) favorable opinions of Sidley Austin LLP, counsel for the Borrower, and Crane ▇. ▇▇▇▇▇▇, General Counsel of the Borrower, in each case dated as of the Amendment Effective Date, substantially in the form of Exhibits D-1 and D-2 hereto, respectively, (iii) copies of the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 25, 2005 and the related audited Consolidated statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal year ended December 25, 2005, accompanied by an opinion of Pricewaterhouse Coopers LLP, independent public accountants, (iv) copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of March 26, 2006 and the related Consolidated statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended March 26, 2006, (v) copies of the unaudited pro forma condensed Consolidated balance sheet of the Borrower and its Subsidiaries as of March 26, 2006, and the related unaudited pro forma combined statements of operations of the Borrower and its Subsidiaries for the year then ended, after giving effect to the Transactionexecution and delivery of this Agreement, the making of the Advances hereunder and the use of the proceeds thereof as contemplated hereunder (including to consummate the Stock Repurchase and the Refinancing), all in accordance with GAAP as in effect on the date of preparation thereof, and (vi) copies of reasonably detailed pro forma Consolidated financial projections prepared by or on behalf of the Borrower for the Borrower and its Subsidiaries, taken as a whole, for the Restricted Subsidiaries five-fiscal year period after the Original Effective Date that are not different in a materially adverse manner as compared with those made available to the Lead Arrangers prior to the Original Effective Date. (c) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of such date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such Borrowing, or from the application of the proceeds therefrom, that would result in a Default or Event of Default. (d) The Agent shall have outstanding no material third-party Indebtedness for borrowed money received a "payoff" letter or preferred Equity Interests letters or other than documentation reasonably satisfactory to the Agent with respect to existing indebtedness set forth on Schedule 3.01(d) (A) it being understood that the Loans, (B) borrowings and letter Borrower's existing letters of credit obligations under shall be permitted to remain outstanding). (e) The Agent shall have received the ABL FacilityNotes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (f) The Agent shall be satisfied that all Advances comply with Federal Reserve System Board Regulations T, (C) borrowings under U and X, and the Senior Notes and (D) Indebtedness permitted Borrower shall have delivered to the Loan Documents, Agent a properly completed Federal Reserve Form U-1 for each Lender with respect to the Merger Agreement and/or the Schedules theretoAdvances. (g) The Arrangers Borrower shall have received paid (i) all accrued, out of pocket fees and expenses of the Annual Financial Statements Agent in connection with this Agreement and the Quarterly Financial Statementstransactions contemplated hereby (including the accrued reasonable fees and expenses of Mayer, Brown, ▇▇▇▇ & Maw LLP), in each case to the extent an invoice shall have been presented to the Borrower with respect thereto, and (ii) all fees due to the Lead Arrangers pursuant to the Second Amended and Restated Fee Letter, dated as of June 19, 2006, among the Lead Arrangers and the Borrower. (h) The Arrangers On or before August 15, 2006, the Borrower shall have received accepted shares of the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior Borrower's capital stock for repurchase pursuant to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as terms of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility Stock Repurchase as set forth on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger AgreementBorrower's Schedule TO. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender to make an Advance on the occasion of the Lenders to make Loans initial Borrowing shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each on such date of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Agent’s Since May 31, 2003 there shall not have occurred and be continuing any Material Adverse Effect. (b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders in their reasonable discretion) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) There shall not have been, without the consent of Super Majority Lenders, which shall not be unreasonably withheld, delayed or conditioned, any material modification to the terms and provisions of the documentation relating to the Tender Offer (the “Tender Offer Documentation”) from the forms of such Tender Offer Documentation most recently delivered to the Agent and the Lenders prior to the date of execution of this Agreement by all parties hereto; and the Tender Offer Documentation shall be in full force and effect. Offer Subsidiary shall have accepted for purchase not less than the Minimum Shares pursuant to the Tender Offer and shall expect that payment will occur substantially contemporaneously with receipt of the followingproceeds hereof in connection with the Initial Borrowing, each and all other aspects of which the Tender Offer shall have been conducted in accordance with the Tender Offer Documentation. (d) The Borrower shall have paid all reasonable invoiced fees and out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by this Agreement). (e) On the Effective Date, the following statements shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, true and the Agent shall have received for the account of each properly executed Lender a certificate signed by a Responsible Officer duly authorized officer of the signing Loan Party each in form and substance reasonably satisfactory to Borrower, dated the Administrative AgentEffective Date, stating that: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice Since May 31, 2003 there shall not include have occurred and be continuing any representation or statement as to the absence (or existence) of any Default;Material Adverse Effect, (ii) executed counterparts The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (iii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated the Effective Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Guaranty;Notes, if any, to be delivered by the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) a Note executed A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes, if any, to be delivered by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of and the Effective Date;other documents to be delivered hereunder. (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on A favorable opinion of (i) in-house counsel for the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially Borrower in the form of Exhibit Q-1; D-1 and (viiii) an opinion from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLPcounsel for the Borrower, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2;D-2 and, in each case, in form and substance satisfactory to the Agent. (viiiv) a solvency certificate from There shall not have been, without the chief financial officer consent of the Borrower (as of the Effective Date and after giving effect Agent, which shall not be unreasonably withheld, delayed or conditioned, any material modification to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except pro forma financial statements for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent Subsidiaries most recently delivered to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or Agent prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in of execution of this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived Agreement by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules theretoparties hereto. (g) The Arrangers Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information be reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply satisfied with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as copy of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result Borrower’s investment policy as in a failure of the condition to the initial availability of the Facility effect on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations of Only the Lenders to make Loans shall be following (consistent with the Documentation Precedent and subject to the satisfaction or due waiver in accordance last paragraph of Exhibit D): delivery of reasonably satisfactory customary (consistent with Section 12.1 similar transactions for the Sponsor) legal opinions of each of the following conditions precedent, except as otherwise agreed between counsel for the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by Guarantors; a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer or other officer with reasonably equivalent duties of the Borrower in the form attached as Exhibit E (as or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of the Effective nationally recognized standing) with respect to Closing Date and solvency (on a consolidated basis after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent Transactions and the Borrower mutually agree in good faithother transactions contemplated hereby). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing required by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. Patriot Act (j) Since October 11at least three business days prior to the Closing Date, 2011in each case to the extent requested of the Borrower at least 10 business days prior to the Closing Date); customary corporate documents and officers’ and public officials’ certifications for the Borrower and the Note Guarantors; customary closing certificates; all documents and instruments required for the creation and perfection of security interests in the Collateral, there subject to permitted liens and the last paragraph of Exhibit D; execution of the Guarantees by the Note Guarantors, which shall be in full force and effect; evidence of authority for the Borrower and the Note Guarantors; accuracy of Specified Representations in all material respects and the Target Representations (each such term as defined in Exhibit D), in each case subject to the last paragraph of Exhibit D; and delivery of a notice of borrowing. The Senior Secured Bridge Loan Documentation shall not have been contain (a) any Eventconditions precedent other than the conditions precedent expressly set forth in the preceding paragraph, change Section 6 of the Commitment Letter or occurrence thatExhibit D to the Commitment Letter or (b) any representation or warranty, individually affirmative, negative or together financial covenant or event of default not set forth in Section 6 of the Commitment Letter or Exhibit D thereto, the accuracy, compliance or absence, respectively, of or with which would be a condition to the initial borrowing under the Senior Secured Bridge Facility. The failure of any representation or warranty (other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement than the Specified Representations and the Specified Target Representations shall to the extent provided in Exhibit D) to be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) any respect on and as of the Effective Date; provided that a Closing Date will not constitute the failure of any Merger Agreement Representation a condition precedent to be true and correct shall not result in funding or a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations default under the Merger AgreementSenior Secured Bridge Facility. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender to make an Advance on the occasion of the Lenders initial Borrowing under this Agreement (as in effect prior to make Loans shall be its amendment and restatement hereby) is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: 79 74 (a) The Administrative Agent’s receipt of the following, each of which Lenders shall be originals or facsimiles (followed promptly by originals) unless otherwise specifiedsatisfied that, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which initial Borrowing hereunder, simultaneously with such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Roseinitial Borrowing, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled amounts owing under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Old Credit Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full and all commitments to lend thereunder shall be terminated. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting AGCO or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that, in cash the sole judgment of any Lender, (which such amountsi) could have a Material Adverse Effect on AGCO or any Subsidiary Guarantor or (ii) purports to affect the legality, notwithstanding validity or enforceability of this Agreement, any Note, any other Loan Document, any L/C Related Document or the foregoing, may be offset against the proceeds consummation of the Facility)transactions contemplated hereby. (c) Prior to or substantially simultaneously with Each of the initial Borrowing on the Effective Date, (i) the Equity Contribution Lenders shall have been consummated; completed a due diligence investigation of AGCO and (ii) its Subsidiaries in scope, and with results, satisfactory to each of the Merger Lenders, and the results of such investigation shall be consummated in all material respects in accordance with the terms acceptable to each of the Merger AgreementLenders in their sole discretion. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower AGCO shall have received at least $250,000,000 in gross cash proceeds from paid to the issuance of Administrative Agent the Senior Notesclosing fee separately agreed to between AGCO and the Administrative Agent. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer on or before the day of the Borrower initial Borrowing the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders (unless an officer otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Administrative Agent responsible for Lenders. (ii) Certified copies of the transactions contemplated resolutions of the Board of Directors of each Borrower and each other Loan Party approving this Agreement, the Notes, each other Loan Document and each L/C Related Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, each other Loan Document and each L/C Related Document. (iii) A copy of the charter of each Borrower and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial 80 75 Borrowing) by an appropriate governmental official as being a true and correct copy thereof. (iv) For AGCO and each other Loan Party other than a Foreign Subsidiary, a copy of a certificate of the Loan Documents shall have received notice from such Lender prior to Secretary of State of the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion state of organization of such Person, dated reasonably near the date of the initial Borrowing., listing the charter of such Person and each amendment thereto on file in his office and certifying that

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender to make an Advance or the Issuing Bank to issue a Letter of Credit on the occasion of the Lenders to make Loans shall be initial Borrowing is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) Mr. Coffee's Board of Directors shall have approved the First Merger and recommended that its stockholders vote in favor of the First Merger, and such recommendation shall not have been withdrawn or qualified. Not more than 15% of Mr. Coffee's stockholders (on a fully diluted basis) shall be entitled to an appraisal under Section 262 of the Delaware General Corporation Law. (b) Each of the Related Documents shall have been executed and delivered, shall be in full force and effect and shall not have been terminated. (c) The Administrative Lenders shall be satisfied with all legal, tax and accounting matters, and shall be satisfied as to the Solvency, of each of Brands and the Borrower after giving effect to the Mergers and the other transactions contemplated hereby and thereby. (d) The Lenders shall be satisfied with the corporate and legal structure of each Loan Party, Mr. Coffee and Acquisition, both before and after giving effect to the Mergers, including the terms and conditions of the charter, bylaws and each class of capital stock of each such Loan Party, Mr. Coffee and Acquisition and of each agreement or instrument relating to such structure or capitalization. (e) The Lenders shall be satisfied in their sole discretion (i) with the terms and conditions of the committed equity and debt financing, (ii) with the terms and conditions of the Subordinated Notes and Subordinated Notes Documents and (iii) that the assets and earnings of the Loan Parties immediately following the Mergers will be sufficient (A) to secure the facilities and (B) to support the Obligations of the Borrower under this Agreement and the Notes, the Obligations of each Loan Party under the Loan Documents and the timely amortization of all Indebtedness and other Obligations of each Loan Party. (f) The Lenders shall have received, with findings satisfactory to the Lenders, such financial, business and other information of Brands, Mr. Coffee and their Subsidiaries as they shall have requested, and nothing shall have come to the attention of the Lenders during the course of such review to lead them to believe that (i) any written information, exhibit or report (including, without limitation, any financial information) furnished by or on behalf of any Loan Party, Mr. Coffee or any of their Subsidiaries to the Agent’s receipt , any Lender or the Issuing Bank was or has become misleading, incorrect or incomplete in any material respect, (ii) following consummation of the Mergers, the Borrower would not have good and marketable title to all of the property and assets of Signature and Mr. Coffee or (iii) consummation of the Mergers will have a Material Adverse Effect. (g) The Lenders shall be satisfied that all of the Indebtedness of Signature and Mr. Coffee, other than the Indebtedness of Signature and Mr. Coffee set forth on Schedule 4.01(dd) hereto (the "SURVIVING INDEBTEDNESS"), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished. (h) Except the Disclosed Litigation, there shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party, Mr. Coffee, Acquisition or any of their properties (including any Environmental Action) pending or threatened before any court, governmental agency or arbitrator that (a) could have a Material Adverse Effect or (b) purports to affect the legality, validity or enforceability of the Mergers, this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby or thereby. (i) All material governmental and third party consents and approvals necessary in connection with the Mergers and the related financings and grants of security interests shall have been obtained (without the imposition of any conditions other than those that are acceptable to the Lenders) and shall remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority and no law or regulation shall be applicable, in the judgment of the Lenders, that restrains, prevents or imposes adverse conditions upon the Mergers or any of the other transactions contemplated hereby or thereby. (j) Before giving effect to the Mergers and the other transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since December 31, 1993 and no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of Mr. Coffee since December 26, 1993. (k) Brands shall have received at least $19,000,000 (or bank certified checks, bank drafts, cashier's checks or postal or telegraphic money orders therefor) in gross proceeds from the issuance and sale of its common stock. (l) Signature and Brands shall have received at least $70,000,000 in gross proceeds from the sale of the Subordinated Notes and the sale of warrants in connection therewith. (m) The Borrower shall have paid all accrued fees and expenses (including any upfront fees) of the Agent, the Lenders and the Issuing Bank (including the accrued reasonable and documented fees and expenses of counsel). (n) The Agent shall have received on or before the date of the initial Borrowing the following, each of which shall be originals or facsimiles dated such date (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative AgentLenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as The Notes to the absence (or existence) order of any Default;the Lenders, duly executed by the Borrower. (ii) executed counterparts Certified copies of the resolutions of the Board of Directors of each Loan Party, Mr. Coffee and Acquisition approving the Mergers, this Agreement Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty;Mergers, this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party. (iii) A copy of the charter of each Loan Party, Mr. Coffee and Acquisition and each amendment thereto, certified (as of a Note date reasonably near the date of the initial Borrowing) by the Secretary of State of the state of incorporation of each such Person as being a complete and correct copy thereof. (A) A copy of a certificate of the Secretary of State of the state of incorporation of each Loan Party, Mr. Coffee and Acquisition (dated reasonably near the date of the initial Borrowing), listing the charter of such Loan Party, Mr. Coffee or Acquisition, as the case may be, and each amendment thereto on file in his office and certifying that (1) such amendments are the only amendments to such Loan Party's, Mr. Coffee's or Acquisition's charter on file in his office, (2) such Loan Party, Mr. Coffee or Acquisition has paid all franchise taxes to the date of such certificate and (3) such Loan Party, Mr. Coffee or Acquisition is duly incorporated and in good standing under the laws of such state and (B) a telegram or letter via telecopier from the Secretary of State of the state of incorporation of each Loan Party, Mr. Coffee and Acquisition certifying that such Loan Party, Mr. Coffee or Acquisition, as the case may be, is duly incorporated and in good standing under the laws of such state on the date of the initial Borrowing. (v) A copy of a certificate or certificates of (A) the Secretaries of State of Illinois and Ohio (dated reasonably near the date of the initial Borrowing), stating that the Borrower is duly qualified and in good standing as a foreign corporation in such states and has filed all annual 42 reports required to be filed to the date of such certificate and (B) the Secretary of State of Ohio (dated reasonably near the date of the initial Borrowing), stating that Mr. Coffee is duly qualified and in good standing as a foreign corporation in such state and has filed all annual reports required to be filed to the date of such certificate. (vi) A certificate of (A) each Loan Party, Mr. Coffee and Acquisition, signed on behalf of such Loan Party, Mr. Coffee or Acquisition, as the case may be, by its President or a Vice President and its Secretary or any Assistant Secretary (the statements made in such certificate shall be true on and as of the date of the initial Borrowing), certifying as to (1) the absence of any amendments to the charter of such Loan Party, Mr. Coffee or Acquisition since the date of the appropriate Secretary of State's certificate referred to in Section 3.01(n)(iv), (2) the completeness and accuracy of the bylaws of such Loan Party, Mr. Coffee or Acquisition as in effect on the date of the initial Borrowing (a copy of which shall be attached to such certificate) and (3) the due incorporation and good standing of such Loan Party, Mr. Coffee or Acquisition as a corporation organized under the laws of its state of incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, Mr. Coffee or Acquisition in such state, and (B) in the case of each such Loan Party, signed on behalf of such Loan Party by its President or Vice President, certifying as to (1) the completeness and accuracy of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Borrowing and (2) the absence of any event occurring and continuing, or resulting from the initial Borrowing, that constitutes a Default. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party, Mr. Coffee and Acquisition certifying the names and true signatures of the officers of such Loan Party, Mr. Coffee or Acquisition, as the case may be, authorized to sign this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (viii) A security agreement in substantially the form of Exhibit D-1 hereto (as amended, supplemented or otherwise modified from time to time, the "SECURITY AGREEMENT") and a patent, trademark and copyright security agreement in substantially the form of Exhibit D-2 hereto (as amended, supplemented or otherwise modified from time to time, the "PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT"), in each case duly executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of Borrower, Acquisition and the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party theretoSurviving Corporation, together with: (A) executed termination statements (Form UCC-3 or a comparable form), in proper form to be duly filed on the date of the initial Borrowing under the Uniform Commercial Code of all jurisdictions that the Agent may deem desirable in order to terminate or amend existing Liens on the Collateral described in the Security Agreement and the Patent, Trademark and Copyright Security Agreement, (B) acknowledgment copies, stamped receipt copies or other evidence satisfactory to the Lenders of certificatesproper financing statements (Form UCC-1 or a comparable form), if anyduly filed on or before the date of the initial Borrowing under the Uniform Commercial Code of all jurisdictions that may be necessary or that the Agent may deem reasonably desirable in order to perfect and protect the Liens created by the Security Agreement and the Patent, Trademark and Copyright Security Agreement, covering the Collateral described in the Security Agreement or the Patent, Trademark and Copyright Security Agreement, respectively, (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement and the Patent, Trademark and Copyright Security Agreement that may be necessary or that the Agent may deem reasonably desirable in order to perfect and protect the Liens created thereby, (D) certificates representing the Pledged Equity Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt Indebtedness referred to therein indorsed in blank; (B) [Reserved]; , and (CE) evidence that all other actions, recordings and filings action that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing deem necessary or desirable in order to perfect and protect the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Liens created by the Security Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date;Patent, Trademark and Copyright Security Agreement has been taken. (viix) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties A pledge agreement in substantially in the form of Exhibit Q-1;E hereto (as amended, supplemented or otherwise modified from time to time, the "BRANDS PLEDGE AGREEMENT") duly executed by Brands, together with certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank. (viix) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties A guaranty in substantially in the form of Exhibit Q-2;F-1 (as amended, supplemented or otherwise modified from time to time in accordance with its terms and this Agreement, the "BRANDS GUARANTY"), duly executed by Brands, and a guaranty in substantially the form of Exhibit F-2 (as amended, supplemented or otherwise modified from time to time in accordance with its terms and this Agreement, the "SUBSIDIARIES' GUARANTY"), duly executed by Acquisition and the Surviving Corporation. (viiixi) a solvency certificate from the chief financial officer Certified copies of each of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments theretoRelated Documents, duly executed by the parties theretothereto and in form and substance satisfactory to the Lenders, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangerstherewith. (bxii) All fees Such financial, business and reasonable other information regarding each Loan Party, Mr. Coffee and documented out-of-pocket expenses required to be paid on or before Acquisition as the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date Lenders shall have been paid in full in cash (which such amountsrequested, notwithstanding the foregoingincluding, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Datewithout limitation, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loansinformation as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and under Plans, Multiemployer Plans, Welfare Plans, collective bargaining agreements and other arrangements with employees, (B) borrowings annual Consolidated financial statements for the fiscal years ended on or about December 31, 1993, 1992 and letter 1991 of credit obligations under the ABL Facility(1) Brands and (2) Mr. Coffee, (C) borrowings under interim Consolidated financial statements for the Senior Notes six months ended on or about June 30, 1994 of (1) Brands and (2) Mr. Coffee, (D) Indebtedness permitted the Loan DocumentsConsolidated pro forma financial statements as to Brands and its Subsidiaries as at June 30, the Merger Agreement and/or the Schedules thereto. 1994 and (gE) The Arrangers shall have received the Annual Financial Statements forecasts prepared by management of Brands and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangersits Subsidiaries, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative AgentLenders, certifying of Consolidated balance sheets, income statements and cash flow statements on a monthly basis through the fiscal year ending December 31, 1995 and on an annual basis for each fiscal year thereafter until the Termination Date. (xiii) Consents and agreements (A) executed by the lessor of each leasehold and the warehouseman of each warehouse specified on Schedule 3.01(n)(xiii) hereto and (B) executed by each supplier to the matters set forth Borrower or its Subsidiary specified on Schedule 3.01(n)(xiii) hereto, in Section 4.1(c)each case which provide that such lessor, (j) warehouseman or supplier agrees that the Agent has certain rights to the Collateral located thereon or in the possession thereof, in form and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or substance satisfactory to the Lenders. (xiv) A certificate, in substantially the form of Exhibit G-1 hereto, attesting to the Solvency of each Loan Party, and a certificate, in substantially the form of Exhibit G-2 hereto, attesting to the Solvency of Mr. Coffee, individually and, together with their Subsidiaries, taken as a whole, immediately after giving effect to the Mergers and the other transactions contemplated hereby and thereby, from its president, chief financial officer or treasurer; and a solvency opinion, in substantially the form of Exhibit H hereto, prepared by Murr▇▇, ▇▇vi▇▇ & ▇o. (xv) Letters, in form and substance reasonably satisfactory to the Agent, from (A) the Borrower to Arth▇▇ Ande▇▇▇▇ & ▇o., its independent public accountants, advising such accountants that the Agent, the Issuing Bank and the Lenders unless an officer have been authorized to exercise all rights of the Administrative Agent responsible for the transactions contemplated by Loan Parties to require such accountants to disclose any and all financial statements and any other information of any kind that they may have with respect to the Loan Documents shall have received notice Parties and their Subsidiaries and directing such accountants to comply with any reasonable request of the Agent, any Lender or the Issuing Bank for such information and (B) from Mr. Coffee to KPMG Peat Marwick, its independent public accountants, advising such Lender prior to accountants that the Borrowing on Agent, the Effective Date specifying its objection thereto Issuing Bank and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.L

Conditions Precedent to Initial Borrowing. The obligations Notwithstanding the execution of this Agreement by any of the parties hereto, the Lenders shall not be bound by the terms of this Agreement nor obliged to make Loans shall be subject to available any portion of the satisfaction or due waiver in accordance with Section 12.1 of initial Borrowing following the Effective Date unless each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):ts satisfied: (a) The the Borrower shall confirm the cancellation of the existing credit facility created under the Second Amended and Restated Credit Agreement in the principal amount of Cdn.$1,425,000,000.00; (b) the Borrower shall provide evidence to the Administrative Agent that its Commercial Paper Program continues to be in full force and effect; (c) the Administrative Agent shall have received any required Borrowing Notice; (d) there shall exist no Default or Event of Default on the said initial Borrowing Date and, if required by the Administrative Agent’s receipt , the Borrower shall have delivered to the Administrative Agent a Borrower's Certificate of Compliance; (e) all representations and warranties contained in Article 8 shall be true on and as of the followinginitial Borrowing Date with the same effect as if such representations and warranties had been made on and as of the initial Borrowing Date and, each if required by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a Borrower's Certificate of which Compliance; (f) the Trust Indenture shall be originals or facsimiles not have been amended; (followed promptly g) the Administrative Agent and the Lenders shall have received any Credit Documents required by originals) unless otherwise specified, each properly the Administrative Agent and the Lenders duly executed by a Responsible Officer the Borrower, including, without limitation, the supplemental indenture to the Trust Indenture authorizing the execution of the signing Loan Party each Pledged Bond and delivery thereof to the trustee under the Trust Indenture; (h) the following documents in form form, substance and substance reasonably satisfactory execution acceptable to the Administrative Agent shall have been delivered to the Administrative Agent: (i) duly certified copies of the constating documents of the Borrower and the General Partner and of all necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery of this Agreement and the Credit Documents to which it is a Committed Loan Notice in accordance with party and the requirements hereof provided that such notice shall not include any representation or statement as to entering into and performance of the absence (or existence) of any Defaulttransactions contemplated herein and therein; (ii) executed counterparts certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement and the GuarantyCredit Documents to which it is a party; (iii) a Note executed by certificate of status or the equivalent relative to the Borrower in favor and the General Partner under the laws of each Lender that has requested a Note at least two (2) Business Days in advance Canada or its jurisdiction of the Effective Date;creation; and (iv) each Collateral Document set forth on Schedule 1.1A required the opinion of counsel for the Borrower in form and substance satisfactory to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative AgentLenders; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders shall have received evidence that all necessary corporate, governmental and other third party approvals have been obtained in form and substance acceptable to comply with applicable “know your customer” the Administrative Agent and anti-money laundering rules and regulationsthe Lenders, including the USA PATRIOT Act.each acting reasonably; (j) Since October 11, 2011, there all fees payable on or before the date hereof in connection with the Credit Facility under this Agreement and the Fee Letter shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected paid to have a Closing Date Material Adverse Effect.the applicable parties; and (k) The Merger Agreement Representations the Administrative Agent and the Specified Representations shall be true Lenders are satisfied in their sole and correct in absolute discretion that all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance Article 9 have been complied with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowingtheir satisfaction.

Conditions Precedent to Initial Borrowing. The obligations obligation of the Lenders Lender to make Loans shall be an Advance on the occasion of the initial Borrowing is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Agent’s receipt There shall have occurred no Material Adverse Change since December 31,1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower and/or any of its Subsidiaries or, to the knowledge of the followingBorrower, threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any other Loan Document or the consummation of the transactions contemplated hereby or thereby. (c) The Lender shall have received on the Closing Date, each of which shall be originals or facsimiles dated such day (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative AgentLender (unless otherwise specified) and (except for the Note) in sufficient copies for the Lender: (i) a Committed Loan Notice in accordance with The Note of the requirements hereof provided that such notice shall not include any representation or statement as Borrower to the absence (or existence) order of any Default;the Lender; and (ii) executed counterparts of this Agreement and the Guaranty;This Agreement. (iiid) a Note executed The Lender shall have received certified copies of all corporate action taken by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by approving each Loan Party theretoDocument to which it is a party, together with: (A) copies and of certificatesall documents evidencing all other necessary corporate action and Governmental Approvals, if any, representing the Pledged Equity referred with respect to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank;each such Loan Document. (Be) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement The Lender shall have been taken, completed or otherwise provided for in received a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state certificate of the state Secretary or Assistant Secretary of organization the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized Document to act as which it is a Responsible Officer in connection with this Agreement party and the other Loan Documents to which such Loan Party is a party or is documents to be a party on the Effective Date;delivered by it hereunder. (vif) an A favorable opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇Fern▇▇▇▇ ▇▇▇▇▇▇-▇▇▇ich, LLPEsq., Nevada counsel to Vice President and General Counsel of the Loan Parties substantially Borrower in the form of Exhibit Q-2; (viii) a solvency certificate from previously agreed to by the chief financial officer of Lender and the Borrower (Borrower, and as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith matters as the Administrative Agent shall Lender may reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the ABL Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers Lender shall have received certificates of good standing acceptable to the Annual Financial Statements Lender showing that the Borrower is in good standing in the Commonwealth of Puerto Rico, a copy certified by the Secretary or the Assistant Secretary of the Borrower dated not more than thirty (30) days prior to the date of execution of this Agreement of the Articles of Incorporation and By-Laws of the Quarterly Financial StatementsBorrower. (h) The Arrangers shall have received A certificate of the Pro Forma Financial StatementsBorrower, signed on behalf of the Borrower by an authorized officer of the Borrower, dated the Closing Date, certifying as to (A) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Closing Date, and (B) the absence of any event occurring and continuing, or resulting from the initial Borrowing, that constitutes a Default. (i) The Administrative Agent and the Arrangers shall have received all documentation Such financial, business and other information reasonably requested in writing by them at least ten (10) days prior regarding the Borrower revolving as the Lender shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and welfare plans, collective bargaining agreements and other arrangements with employees, annual financial statements for the Effective Date in order to allow Borrower dated as of December 31, 1998, and interim financial statements for the Arrangers, Borrower dated the Administrative Agent and end of the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actmost recent fiscal quarter for which financial statements are available. (j) Since October 11Payment by the Borrower to the Lender of all reasonable costs and expenses of the Lender (including, 2011without limitation, there shall not have been any Eventattorney's fees) incurred in connection with the preparation, change or occurrence thatnegotiation, individually or together with any execution and delivery of this Agreement and the other Event, has had or would reasonably be expected to have a Closing Date Material Adverse EffectLoan Documents and the consummation of the transactions contemplated hereby and thereby. (k) The Merger Agreement Representations representations and the Specified Representations shall be warranties contained in each Loan Document are true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (on and as of the date of the initial Borrowing before and after giving effect to such qualification)) on Borrowing and as to the application of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreementproceeds therefrom. (l) No event has occurred and is continuing, or would result from the Advance, or from the application of the proceeds therefrom, which constitutes a Default. (m) The Administrative Agent Lender shall have received a certificate of a Responsible Officer of such other approvals, consents, waivers, opinions or documents as the Borrower in form and substance Lender may reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowingrequest.

Conditions Precedent to Initial Borrowing. The obligations obligation of each Lender to make an Advance on the occasion of the Lenders to make Loans initial Borrowing shall be subject to the occurrence of the Effective Date and the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):: (a) The Administrative Agent’s receipt following statements shall be true (and each of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer giving of the signing Loan Party each applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in form Section 4.01 are correct in all material respects on and substance as of such date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such Borrowing, or from the application of the proceeds therefrom, that would result in a Default or Event of Default: (b) The Agent shall have received a "payoff" letter or letters or other documentation reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance Agent with the requirements hereof provided that such notice shall not include any representation or statement as respect to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document existing indebtedness set forth on Schedule 1.1A required 3.02(b) (it being understood that the Borrower's existing letters of credit shall be permitted to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blankremain outstanding); (Bc) [Reserved]; andThe Agent shall have received the Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.15; (Cd) evidence that The Borrower shall have paid (i) all other actionsaccrued, recordings out of pocket fees and filings that expenses of the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer Lenders in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on transactions contemplated hereby (including the Effective Date; (vi) an opinion from Proskauer Roseaccrued reasonable fees and expenses of Mayer, LLPBrown, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, & Maw LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested all fees due to be so named; (x) certified copies of the Merger Agreement Lead Arrangers pursuant to the Amended and schedules and other attachments theretoRestated Fee Letter, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect dated as of June 6, 2006, among the Effective Date; and (xi) copies of a recent Lien Lead Arrangers and judgment search the Borrower, in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and case to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date an invoice shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior presented to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes.with respect thereto; and (e) The Intercreditor Agreement Agent shall be satisfied that all Advances comply with Federal Reserve System Board Regulations T, U and X, and the ABL Facility Documentation Borrower shall have delivered to the Agent a properly completed Federal Reserve Form U-1 for each Lender with respect to the Advances. (f) The Five-Year Credit Agreement shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of credit obligations under the ABL Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.