AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 21, 2013 Among SUPERVALU INC., as the Lead Borrower The Other Borrowers Named Herein The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender...

EXHIBIT 10.3

Confidential treatment has been requested for portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of March 21, 2013

Among

SUPERVALU INC.,
as the Lead Borrower

The Other Borrowers Named Herein

The Guarantors Named Herein

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent, Swing Line Lender and LC Issuer

and

The Other Lenders Party Hereto

U.S. BANK, NATIONAL ASSOCIATION
RABOBANK NEDERLAND, NEW YORK BRANCH
as Co-Syndication Agents

▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA
CREDIT SUISSE ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.
BARCLAYS BANK PLC
BANK OF AMERICA, N.A.
as Co-Documentation Agents

BMO ▇▇▇▇▇▇ BANK N.A.
RBS CITIZENS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc.
REGIONS BANK
UNION BANK, N.A.
as Senior Managing Agents

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
U.S. BANK, NATIONAL ASSOCIATION
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA
CREDIT SUISSE SECURITIES (USA) LLC
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.
BARCLAYS BANK PLC

RABOBANK NEDERLAND, NEW YORK ▇▇▇▇▇▇
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED
as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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ii

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iv

SCHEDULES

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AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 21, 2013, among SUPERVALU INC., a Delaware corporation (the “Lead Borrower”), the subsidiaries of the Lead Borrower listed on Schedule 1.01(a) hereto (together with the Lead Borrower, each a “Borrower” and collectively, the “Borrowers”, as hereinafter further defined), the Guarantors (as hereinafter defined), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”), as Administrative Agent, Swing Line Lender and LC Issuer, U.S. Bank, National Association and Rabobank Nederland, New York Branch, as Co-Syndication Agents, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Credit Suisse AG, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Barclays Bank PLC and Bank of America, N.A., as Co-Documentation Agents, BMO ▇▇▇▇▇▇ Bank N.A., RBS Citizens Business Capital, a division of RBS Asset Finance, Inc., Regions Bank and Union Bank, N.A., as Senior Managing Agents, and ▇▇▇▇▇ Fargo, U.S. Bank, National Association, ▇▇▇▇▇▇▇ Sachs Bank USA, Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Barclays Bank PLC, Rabobank Nederland, New York Branch, and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Joint Lead Arrangers and Joint Bookrunners.

WHEREAS, Administrative Agent, Lenders and Borrowers have entered into financing arrangements pursuant to which Lenders (or Administrative Agent on behalf of Lenders) have made loans and advances and have provided other financial accommodations to Borrowers, New ▇▇▇▇▇▇▇▇▇’▇, Inc., an Ohio corporation (“NAI”) and certain Subsidiaries of NAI that are “Loan Parties” under the Existing Credit Agreement (collectively, with NAI, the “NAI Parties”) as set forth in the Credit Agreement, dated August 30, 2012, by and among Administrative Agent, Lenders, Borrowers and the NAI Parties (the “Existing Credit Agreement”, and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith, or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated or replaced, collectively, the “Existing Loan Documents”);

WHEREAS, pursuant to and in accordance with the Acquisition Agreement, AB Acquisition LLC, a Delaware limited liability company (the “Buyer”) is purchasing all of the issued and outstanding Equity Interests of NAI from Lead Borrower (the “NAI Stock Purchase”).

WHEREAS, Borrowers have requested that, contemporaneously with the consummation of the NAI Stock Purchase, Administrative Agent and Lenders (a) amend and restate the Existing Credit Agreement and continue the existing financing arrangements with Borrowers pursuant to which Lenders may make loans and advances and provide other financial accommodations to Borrowers, and (b) release the NAI Parties as borrowers and guarantors under the Existing Credit Agreement; and

WHEREAS, Administrative Agent and Lenders have agreed to amend and restate the Existing Credit Agreement and each Lender (severally and not jointly) has agreed to continue to make such loans and advances and provide such other financial accommodations to Borrowers on a pro rata basis according to its Commitment (as defined below) on the terms and conditions set forth herein and Administrative Agent has agreed to continue to act as agent for Lenders on the terms and conditions set forth herein and the other Loan Documents;

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

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

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

“ABL Priority Collateral” has the meaning specified therefor in the Term Loan Intercreditor Agreement.

“Accelerated Borrowing Base Delivery Event” means either (i) the occurrence and continuance of any Event of Default, or (ii) Excess Availability shall at any time be less than or equal to twenty percent (20%) of the Aggregate Commitments.  For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing (A) in the case of such an event pursuant to clause (i) above, so long as such Event of Default has not been waived or cured, and/or (B) in the case of such an event pursuant to clause (ii) above, until Excess Availability has exceeded twenty percent (20%) of the Aggregate Commitments for forty-five (45) consecutive days, in which case under clause (A) or (B) hereof, as applicable, an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement.

“ACH” means automated clearing house transfers.

“Accommodation Payment” as defined in Section 10.21(d).

“Account” means “account” as defined in the UCC as in effect on the date hereof.

“Account Debtor” means an “account debtor” as such term is defined in the UCC, including, without limitation, a Credit Card Issuer, a Credit Card Processor, a Fiscal Intermediary or another Third Party Payor.

“Acquisition” means, with respect to any Person (a) an Investment in, or a purchase of a Controlling interest in, the Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, or (d) any acquisition of any Store locations of any Person, in each case in any transaction or group of transactions which are part of a common plan.

“Acquisition Agreement” means the Stock Purchase Agreement, dated as of January 10, 2013, by and among Buyer, Lead Borrower and NAI.

“Additional Commitment Lender” shall have the meaning provided in Section 2.15.

“Adjusted LIBO Rate” means for any Interest Period with respect to any LIBO Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of one percent) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.  The Adjusted LIBO Rate will be adjusted automatically as of the effective date of any change in the Statutory Reserve Rate.

“Adjustment Date” means the first day of each Fiscal Quarter, commencing December 1, 2013.

“Administrative Agent” means ▇▇▇▇▇ Fargo in its capacity as administrative and collateral agent under any of the Loan Documents, or any successor administrative and collateral agent.

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“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, (a) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, (b) any director, officer, managing member, partner, trustee, or beneficiary of that Person, but excluding such Persons as to any Lender (or in the case of a Lender that is an Approved Fund, the entity that administers or manages such Approved Fund), (c) any other Person directly or indirectly holding ten percent (10%) or more of any class of the Equity Interests of that Person, except in the case of a Lender (or in the case of a Lender that is an Approved Fund, the entity that administers or manages such Approved Fund), any other Person directly or indirectly holding thirty-five percent (35%) or more of any class of the Equity Interests of such Person, and (d) any other Person ten percent (10%) or more of any class of whose Equity Interests is held directly or indirectly by that Person, except in the case of a Lender (or in the case of a Lender that is an Approved Fund, the entity that administers or manages such Approved Fund), any other Person thirty-five percent (35%) or more of any class of whose Equity Interests is held directly or indirectly by such Person.  Any reference herein to an “Affiliate” of any Loan Party shall be construed to exclude the Investors, except, where any such Person would otherwise constitute an Affiliate of a Loan Party in accordance with this definition, in Section 7.09.

“Agent Parties” shall have the meaning set forth in Section 10.02(c).

“Agent Payment Account” shall mean account no. 37235547964501078 of Administrative Agent at ▇▇▇▇▇ Fargo, or such other account of Administrative Agent as Administrative Agent may from time to time designate to Lead Borrower as the Agent Payment Account for purposes of this Agreement and the other Loan Documents.

“Aggregate Commitments” means the Commitments of all the Lenders.  As of the Closing Date, the Aggregate Commitments are $1,000,000,000.

“Agreement” means this Amended and Restated Credit Agreement.

“Allocable Amount” has the meaning set forth in Section 10.21(d).

“Applicable Collateral List” shall mean the Closing Date Collateral List or, if any Restated Collateral List has been delivered to the Administrative Agent pursuant to Schedule 6.17, the most recent Restated Collateral List so delivered.

“Applicable Commitment Fee Percentage” means three-eighths of one percent (0.375%) per annum; provided, that, on and after the first Commitment Fee Adjustment Date, and on each Commitment Fee Adjustment Date thereafter, the Applicable Commitment Fee Percentage shall be determined from the following pricing grid based upon the sum of the average daily balances of the Committed Borrowings and LC Credit Extensions for the most recent Fiscal Quarter ended immediately preceding such Commitment Fee Adjustment Date:

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“Applicable Lenders” means the Required Lenders, the Supermajority Lenders, all affected Lenders, or all Lenders, as the context may require.

“Applicable LC Fee Rate” means the percentage set forth in Level II of the pricing grid below; provided, that, on and after the first Adjustment Date, and on each Adjustment Date thereafter, the Applicable LC Fee Rate shall be determined from the following pricing grid based upon the Quarterly Average Excess Availability for the most recent Fiscal Quarter ended immediately preceding such Adjustment Date; except that (i) notwithstanding anything to the contrary set forth herein, upon the occurrence of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, immediately increase the Applicable LC Fee Rate to the rate set forth in Level III (even if the Quarterly Average Excess Availability requirements for a different Level have been met) and interest shall accrue at the Default Rate and (ii) if any Borrowing Base Certificate is at any time restated or otherwise revised (including as a result of a field examination) or if the information set forth in any Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable LC Fee Rate would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, Letter of Credit Fees due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand.  In the event that the credit rating of the Lead Borrower is upgraded by both S&P and ▇▇▇▇▇’▇ in each case for the Lead Borrower’s Corporate Family Ratings to Ba1 (stable outlook) and BB+ (stable outlook) or better, respectively, commencing on the first day of the calendar month after the receipt by Administrative Agent of a written request from the Lead Borrower with confirmation of such upgrade, the Applicable LC Fee Rates in each of the Levels set forth below will be reduced by twenty-five (25) basis points.

“Applicable Margin” means the percentage set forth in Level II of the pricing grid below; provided, that, on and after the first Adjustment Date, and on each Adjustment Date thereafter, the Applicable Margin shall be determined from the following pricing grid based upon the Quarterly Average Excess Availability for the most recent Fiscal Quarter ended immediately preceding such Adjustment Date; except, that, (i) notwithstanding anything to the contrary set forth herein, upon the occurrence of an

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Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, immediately increase the Applicable Margin to that set forth in Level III (even if the Quarterly Average Excess Availability requirements for a different Level have been met) and interest shall accrue at the Default Rate and (ii) if any Borrowing Base Certificate is at any time restated or otherwise revised (including as a result of a field examination) or if the information set forth in any Borrowing Base Certificates otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand.  In the event that the credit rating of the Lead Borrower is upgraded by both S&P and ▇▇▇▇▇’▇ in each case for the Lead Borrower’s Corporate Family Ratings to Ba1 (stable outlook) and BB+ (stable outlook) or better, respectively, commencing on the first day of the calendar month after the receipt by Administrative Agent of a written request from the Lead Borrower with confirmation of such upgrade, the Applicable Margins in each of the Levels set forth below will be reduced by twenty-five (25) basis points.

“Applicable Percentage” means with respect to any Lender (a) at any time during the Availability Period, the fraction, expressed as a percentage (carried out to the ninth decimal place), the numerator of which is such Lender’s Commitment and the denominator of which is the Aggregate Commitments at such time and (b) after the Availability Period, the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 (as amended from time to time) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, (c) an entity or an Affiliate of an entity that administers or manages a Lender that is an Approved Fund or (d) an advisor under common control with such Lender, Affiliate or advisor, as applicable.

“ASC” means American Stores Company, LLC, a Delaware limited liability company.

“ASC Guarantee” means the ASC Notes Guarantee, dated as of July 6, 2005, by Lead Borrower with respect to the obligations of ASC under the ASC Indenture and the ASC Notes.

“ASC Indenture” means the Senior Indenture, dated as of May 1, 1995, between ASC and ▇▇▇▇▇ Fargo Bank, National Association (as successor to The First National Bank of Chicago), as amended, supplemented or otherwise modified as of the Closing Date.

“ASC Notes” means the notes issued by ASC pursuant to the ASC Indenture.

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

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

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

“Audited Financial Statements” means the audited Consolidated balance sheet of the Lead Borrower and its Subsidiaries (prior to giving effect to the Transactions) for the Fiscal Year ended February 25, 2012, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows (in each case, prior to giving effect to the Transactions) for such Fiscal Year of the Lead Borrower and its Subsidiaries, including the notes thereto.

“Auto-Extension Letter of Credit” shall have the meaning set forth in Section 2.03(b)(iii).

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the LC Issuers to make LC Credit Extensions pursuant to Section 8.02.

“Availability Reserves” means, without duplication of any other Reserves or items to the extent such items are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to the Administrative Agent’s ability to realize upon the Collateral, (b) to reflect claims and liabilities that the Administrative Agent determines in its Permitted Discretion will need to be satisfied in connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the validity or enforceability of this Agreement or the other Loan Documents or any material remedies of the Credit Parties hereunder or thereunder, or (d) to reflect that a Default or an Event of Default then exists.  Without limiting the generality of the foregoing, Availability Reserves may include, in the Administrative Agent’s Permitted Discretion (but are not limited to) reserves based on: (i) any rental payments, service charges or other amounts due or to become due to lessors of real property to the extent Inventory or Records are located in or on such property or such Records are needed to monitor or otherwise deal with the Collateral (other than for locations where Administrative Agent has received a Collateral Access Agreement executed and delivered by the owner and lessor of such real property that Administrative Agent has acknowledged in writing is in form and substance reasonably satisfactory to Administrative Agent); provided, that, the Availability Reserves established pursuant to this clause (i) as to retail store locations that are leased shall not exceed at any time the aggregate of amounts payable for the next one (1) month to the lessors of such retail store locations, and only with respect to retail store locations in those States where any right of the lessor to ABL Priority Collateral may be pari passu or have priority over the Lien of Administrative Agent therein; provided, that, such limitation on the amount of the Availability Reserves pursuant to this clause (i) shall only apply so long as: (A) no Event of Default shall exist, (B) neither any Loan Party nor Administrative Agent shall have received notice of any event of

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default under the lease with respect to such location and (C) no Borrower has granted to the lessor a Lien upon any assets of such Borrower; (ii) customs duties, and other costs to release Inventory which is being imported into the United States; (iii) outstanding taxes and other governmental charges, including, without limitation, ad valorem, real estate, personal property, sales, excise, stamp, cigarette, claims of the PBGC and other taxes which have or are anticipated to have priority over the interests of the Administrative Agent in the Collateral; (iv) salaries, wages and benefits due to employees of any Borrower that would reasonably be expected to be incurred in connection with a Liquidation, (v) Customer Credit Liabilities, (vi) Customer Deposits, (vii) deposits or other amounts received in trust for the benefit of any Governmental Authority, utilities or other third parties, (viii) warehousemen’s or bailee’s charges and other Permitted Encumbrances which may be pari passu or have priority over the interests of the Administrative Agent in the Collateral (other than for locations where Administrative Agent has received a Collateral Access Agreement executed and delivered by such warehouseman or bailee that Administrative Agent has acknowledged in writing is in form and substance reasonably satisfactory to Administrative Agent), (ix) amounts due to vendors on account of consigned goods, (x) payables to vendors entitled to the benefit of the trust under PACA or the PSA, or any similar statute or regulation, including the Food Security Act, (xi) Cash Management Reserves, (xii) Bank Products Reserves, (xiii) royalties payable in respect of licensed merchandise, (xiv) SVU 2016 Notes Reserve, and (xv) reserves in respect of Commercial LC Facility Obligations, and (xvi) dilution with respect to Pharmacy Receivables and Wholesale Trade Receivables (based on the ratio of the aggregate amount of non-cash reductions in Accounts for any period to the aggregate dollar amount of the sales of such Borrower for such period) as calculated by Administrative Agent for any period that is or is reasonably anticipated to be greater than five (5%) percent.  To the extent that such Reserve is in respect of amounts that may be payable to third parties the Administrative Agent may, at its option, deduct such Reserve from the amount equal to the Aggregate Commitments, at any time that the Aggregate Commitments are less than the amount of the Borrowing Base.  The amount of any Availability Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such reserve as determined by the Administrative Agent in its Permitted Discretion.  To the extent that an event, condition or matter is directly addressed pursuant to the calculation of the Net Recovery Percentage as to Inventory or the calculation of the Pharmacy Scripts Availability, the Administrative Agent shall not also establish an Availability Reserve to address the same event, condition or matter.

“Average Daily Stated Amount” means, for any Letter of Credit during any period, an amount equal to (a) the Stated Amount of such Letter of Credit each day during such period, divided by (b) the number of days occurring in such period.

“Bank Product Obligations” means any obligation on account of (a) any Cash Management Services furnished by a Person that is a Lender or an Affiliate of a Lender on the Closing Date or, if such Cash Management Services are established later, on the date such Cash Management Services are established, to any of the Loan Parties or any of their Subsidiaries and/or (b) any transaction with a Person that is a Lender or any of its Affiliates on the Closing Date or, if a Bank Product is established later, on the date the Bank Product is established, which arises out of such Bank Product entered into with any Loan Party and any such Person, as each may be amended from time to time; provided, that, (i) by the later of (A) the Closing Date or (B) on or about the date that such Cash Management Services or Bank Products are established or the party providing them becomes a Lender (or is an Affiliate), but in any event in the case of either clause (A) or clause (B), within ten (10) Business Days thereafter, Administrative Agent shall have received a written notice, in form and substance reasonably satisfactory to Administrative Agent, from the Lead Borrower and the Lender that is providing (or whose Affiliate is providing) such Cash Management Services or Bank Product that such obligations thereunder constitute “Bank Product Obligations” for purposes of this Agreement and the other Loan Documents, and in the case of any Affiliate of a Lender, such Affiliate shall have entered into an agreement to be bound by the

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provisions of Article IX hereof as though such Affiliate were a party to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) such Lender (or such Affiliate, as the case may be) may at any time thereafter notify Administrative Agent in writing that such obligations have ceased to constitute Bank Product Obligations, in which case, such obligations shall no longer be deemed to be “Bank Product Obligations” for purposes of this Agreement and the other Loan Documents, (iii) if at any time a Lender ceases to be a Lender under this Agreement (or an Affiliate of a Lender ceases to be an Affiliate), then, from and after the date on which it ceases to be a Lender hereunder, any Cash Management Services or any Bank Product provided by it or its Affiliates shall continue to give rise to Bank Product Obligations, so long as (A) such Person is, and at all times remains, in compliance with the provisions of Section 9.17(b) and (B) agrees in writing (1) that the Administrative Agent and the other Credit Parties shall have no duty to such Person (other than the payment of any amounts to which such Person may be entitled under Section 8.03) and acknowledges that the Administrative Agent and the other Credit Parties may deal with the Loan Parties and the Collateral as they deem appropriate (including the release of any Loan Party or all or any portion of the Collateral) without notice or consent from such Person, whether or not such action impairs the ability of such Person to be repaid Bank Product Obligations owing to it) and (2) to be bound by Section 9.17(b) and (iv) in no event shall the aggregate amount of all Bank Product Obligations arising under or in connection with all equipment leasing facilities at any time outstanding exceed $25,000,000.

“Bank Products” means any services or facilities provided to any Loan Party by any Person that is a Lender or its Affiliates on the Closing Date or, if such services or facilities are established later, on the date such services or facilities are established (but excluding Cash Management Services and equipment leasing facilities existing on or prior to the Closing Date), in each case approved by Lead Borrower, including, without limitation, on account of (a) Swap Contracts, (b) equipment leasing facilities and (c) supply chain finance services including, without limitation, trade payable services and supplier accounts receivable purchases, but excluding any factoring services.

“Bank Products Reserves” means such reserves as the Administrative Agent from time to time determines in its discretion as being appropriate to reflect the liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding.

“Banner Account” means a deposit account into which all amounts on deposit within the individual store accounts of a particular store brand are remitted.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%), (b) the LIBO Rate (using the three month rate), which rate shall be determined on a daily basis, plus one percent (1.00%), or (c) the rate of interest in effect for such day as publicly announced from time to time by ▇▇▇▇▇ Fargo as its “prime rate.”  The “prime rate” is a rate set by ▇▇▇▇▇ Fargo based upon various factors including ▇▇▇▇▇ Fargo’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by ▇▇▇▇▇ Fargo shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Blocked Account” means a DDA which is either subject to a Blocked Account Agreement or is identified as a Blocked Account or a Master Concentration Account on Schedule 5.21(a) and is to be subject to a Blocked Account Agreement within the time period provided in Section 6.13(c).

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“Blocked Account Agreement” means with respect to a deposit account established by a Loan Party, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, establishing control (as defined in the UCC) of such account by the Administrative Agent and whereby the bank maintaining such account agrees to comply with instructions originated by the Administrative Agent without the further consent of any Loan Party.

“Blocked Account Bank” means each bank with whom a Blocked Account or a Master Concentration Account is maintained.

“Book Value” means, with respect to Inventory, book value determined in accordance with GAAP as consistently applied by the Lead Borrower pursuant to its then current practices; provided, that, in any event such book value of the Inventory for purposes of the calculation of the Borrowing Base shall at all times be consistent with the practices used in the most recent field examination and appraisals that have been received by Administrative Agent prior to the Closing Date.

“Borrower Materials” has the meaning set forth in Section 6.02.

“Borrowers” has the meaning set forth in the introductory paragraph hereto.

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Base” means, at any time of calculation, an amount equal to:

(a)                   ninety percent (90%) multiplied by the net amount of Eligible Credit Card Receivables; plus

(b)                   the lesser of: (i) eighty-five percent (85%) of the net amount of Eligible Pharmacy Receivables or (ii) ten percent (10%) of the Borrowing Base (determined without regard to the limitation in this clause (ii)); plus

(c)                    the lesser of: (i) eighty-five percent (85%) of the net amount of Eligible Trade Receivables or (ii) twenty-five percent (25%) of the Borrowing Base (determined without regard to the limitation in this clause (ii)); plus

(d)                   eighty-five percent (85%) of the Net Recovery Percentage of Eligible Wholesale Inventory (other than Perishable Inventory) multiplied by the Book Value (without giving effect to a LIFO Reserve) of such Eligible Wholesale Inventory, net of applicable Inventory Reserves; plus

(e)                    ninety percent (90%) of the Net Recovery  Percentage of Eligible Retail Inventory (other than Perishable Inventory) multiplied by the Book Value (without giving effect to a LIFO Reserve) of such Eligible Retail Inventory, net of applicable Inventory Reserves; plus

(f)                     the lesser of (i) the sum of (A) eighty-five percent (85%) of the Net Recovery Percentage of Eligible Wholesale Inventory consisting of Perishable Inventory multiplied by the Book Value (without giving effect to a LIFO Reserve) of such Eligible Wholesale Inventory, plus (B) ninety percent (90%) of the Net Recovery Percentage of Eligible Retail Inventory consisting of Perishable Inventory multiplied by the Book Value (without giving effect to a LIFO Reserve) of such Eligible Retail Inventory, or (ii) twenty-five percent (25%) of the Borrowing Base (determined without regard to this limitation in clause (ii) or the limitation in clause (b) of the definition of “Pharmacy Scripts Availability”), in case of clauses (i) and (ii), net of applicable Inventory Reserves; plus

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(g)                    the Pharmacy Scripts Availability; minus

(h)                   Availability Reserves.

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit F hereto (with such changes therein as may be required by the Administrative Agent in its Permitted Discretion to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Responsible Officer of the Lead Borrower which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by Administrative Agent.

“Business” means retail food operations through traditional and hard-discount retail food stores, providing wholesale distribution of products to independent retailers, and other businesses reasonably related thereto.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York and, if such day relates to any LIBO Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

“Buyer” has the meaning set forth in the Recitals.

“Capital Expenditures” means, with respect to any Person for any period, (a) all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, and (b) without duplication, Capital Lease Obligations incurred by a Person during such period.

“Capital Lease Obligations” means, with respect to any Person for any period, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Capital Leases” shall mean, with respect to any Person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee which in accordance with GAAP, is required to be classified and accounted for as liabilities on the balance sheet of such Person.

“Cash Collateralize” has the meaning set forth in Section 2.03(g).  Derivatives of such term have corresponding meanings.

“Cash Dominion Event” means either (a) the occurrence and continuance of any Event of Default, or (b) Excess Availability shall (i) be less than fifteen percent (15.0%) of the Aggregate Commitments for three (3) consecutive days, or (ii) at any time be less than twelve and one-half percent (12.5%) of the Aggregate Commitments.  A Cash Dominion Event shall be deemed continuing (A) in the case of a Cash Dominion Event pursuant to clause (a) above, until such Event of Default has ceased to exist for thirty (30) consecutive days or has been waived, and (B) in the case of a Cash Dominion Event pursuant to clause (b) above, until Excess Availability equals or exceeds fifteen percent (15.0%) of the Aggregate

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Commitments for thirty (30) consecutive days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided, that, in no event may a Cash Dominion Event cease to exist as contemplated in clauses (A) or (B) above more than two (2) times in any twelve (12) month period (even if an Event of Default is no longer continuing and/or Excess Availability equals or exceeds the required amount for thirty (30) consecutive days). The termination of a Cash Dominion Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Event in the event that the conditions set forth in this definition arise thereafter.

“Cash Equivalents” has the meaning set forth in the definition of the term “Permitted Investments.”

“Cash Management Reserves” means such reserves as the Administrative Agent, from time to time, determines in its reasonable discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding.

“Cash Management Services” means any one or more of the following types or services or facilities provided to any Loan Party by any Person that is a Lender or its Affiliates on the Closing Date or, if such services or facilities are established later, on the date such services or facilities are established, in each case as selected by Lead Borrower, after notice to Administrative Agent (and with the approval of Administrative Agent in its Permitted Discretion): (a) ACH transactions, (b) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit or debit cards, (e) credit card processing services, and (f) purchase cards.

“Cerberus” means Cerberus Capital Management, L.P.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq.

“CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental Protection Agency.

“Certified Medicare Provider” means a provider or supplier, including without limitation a pharmacy, that has in effect an agreement with the Centers for Medicare and Medicaid Services to participate in Medicare.

“Certified Medicaid Provider” means any provider or supplier, including without limitation a pharmacy, that has in effect an agreement with a Governmental Authority of a State to participate in Medicaid.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.  For purposes of this definition, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives thereunder or in connection therewith and all requests, rules, guidelines or directives concerning capital adequacy known as “Basel III” and promulgated either by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by

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the United States or foreign regulatory authorities pursuant thereto are deemed to have been adopted and gone into effect after the date of this Agreement.

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

(a)                   in the case of a Person or Persons other than the Investors or any of them, any such Person, or two or more of such Persons acting in concert, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Equity Interests of the Lead Borrower (or other securities convertible into such Equity Interests) representing thirty-five percent (35%) or more of the combined voting power of all Equity Interests of the Lead Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(b)                   in the case of the Investors or any of them, any such Person, or two or more of such Persons acting in concert, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Equity Interests of the Lead Borrower (or other securities convertible into such Equity Interests) representing fifty percent (50%) or more of the combined voting power of all Equity Interests of the Lead Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(c)                    during any period of up to twenty-four (24) consecutive months, commencing before or after the date of this Agreement, individuals who at the beginning of such twenty-four (24) month period were directors of the Lead Borrower shall cease for any reason (other than due to death or disability) to constitute a majority of the board of directors of the Lead Borrower (except to the extent that individuals who at the beginning of such twenty-four (24) month period were replaced by individuals (i) elected by at least a majority of the remaining members of the board of directors of the Lead Borrower or (ii) nominated for election by a majority of the remaining members of the board of directors of the Lead Borrower and thereafter elected as directors by the shareholders of the Lead Borrower).

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Closing Date Collateral List” means the list of Real Estate sites of the Loan Parties attached hereto as Exhibit I.

“Code” means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended and in effect.

“Collateral” means any and all “Collateral” or “Property” as defined in any applicable Security Document and all other property that is or is intended under the terms of the Security Documents to be subject to Liens in favor of the Administrative Agent.

“Collateral Access Agreement” means an agreement reasonably satisfactory in form and substance to the Administrative Agent executed by (a) a bailee or other Person in possession of Collateral, and (b) any landlord with respect to a Lease where there is ABL Priority Collateral or other assets that Administrative Agent may require access to, and use of, to realize on ABL Priority Collateral.

“Commercial Letter of Credit” means any letter of credit (as defined in the UCC) issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Loan Party in the ordinary course of business of such Loan Party.

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“Commercial Letter of Credit Agreement” means the Commercial Letter of Credit Agreement relating to the issuance of a Commercial Letter of Credit in the form from time to time in use by an LC Issuer.

“Commercial LC Facility” means a letter of credit facility provided to any Loan Party by any Person that is a Lender or its Affiliates on the Closing Date or, if such services or facilities are established later, on the date such services or facilities are established, in each case approved by Lead Borrower and used for the issuance of letters of credit (as defined in the UCC) for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Loan Party in the ordinary course of business of such Loan Party, provided, that, all obligations thereunder shall be unsecured except to the extent of the Lien of Administrative Agent under the Loan Documents as provided for herein.  In no event shall any letter of credit issued under or pursuant to such letter of credit facility be deemed to be a Letter of Credit or give rise to any obligations of any Lender or other Credit Party to make any payment to the Lender (or its Affiliate) that is providing such facility.

“Commercial LC Facility Obligations” means any obligation on account of any Commercial LC Facility owing by any of the Loan Parties; provided, that, (i) by the later of (A) the Closing Date or (B) on or about the date that such Commercial LC Facility is established or the party providing them becomes a Lender (or is an Affiliate), but in any event in the case of either clause (A) or clause (B), within ten (10) Business Days thereafter, Administrative Agent shall have received (x) a written notice, in form and substance satisfactory to Administrative Agent, from the Lead Borrower and the Lender that is providing (or whose Affiliate is providing) such Commercial LC Facility that such obligations thereunder constitute “Commercial LC Facility Obligations” for purposes of this Agreement and the other Loan Documents, and in the case of any Affiliate of a Lender, such Affiliate shall have entered into an agreement to be bound by the provisions of Article IX hereof as though such Affiliate were a party to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (y) Administrative Agent shall have entered into an agreement, in form and substance satisfactory to Administrative Agent, with the Lender (or its Affiliate) that is providing such Commercial LC Facility, as acknowledged and agreed to by the Loan Parties, providing for the delivery to Administrative Agent by such Lender (or Affiliate) of information with respect to the amount of such obligations and providing for the other rights of the Administrative Agent and such Lender (or Affiliate) in connection with such arrangements, (ii) such Lender (or such Affiliate, as the case may be) may at any time thereafter notify Administrative Agent in writing that such obligations have ceased to constitute Commercial LC Facility Obligations, in which case, such obligations shall no longer be deemed to be “Commercial LC Facility Obligations” for purposes of this Agreement and the other Loan Documents, (iii) if at any time a Lender ceases to be a Lender under this Agreement (or an Affiliate of a Lender ceases to be an Affiliate), then, from and after the date on which it ceases to be a Lender hereunder, any Commercial LC Facility provided by it or its Affiliates shall continue to give rise to Commercial LC Facility Obligations, so long as (A) such Person is, and at all times remains, in compliance with the provisions of Section 9.17(b) and (B) agrees in writing (1) that the Administrative Agent and the other Credit Parties shall have no duty to such Person (other than the payment of any amounts to which such Person may be entitled under Section 8.03) and acknowledges that the Administrative Agent and the other Credit Parties may deal with the Loan Parties and the Collateral as they deem appropriate (including the release of any Loan Party or all or any portion of the Collateral) without notice or consent from such Person, whether or not such action impairs the ability of such Person to be repaid Commercial LC Facility Obligations owing to it) and (2) to be bound by Section 9.17(b), and (iv) in no event shall the aggregate amount of all Commercial LC Facility Obligations arising under or in connection with all Commercial LC Facilities at any time outstanding exceed $15,000,000.

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in LC Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to

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exceed the amount set forth opposite such Lender’s name on Schedule 2.01 (as amended from time to time) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commitment Fee Adjustment Date” means the first day of each Fiscal Quarter, commencing September 8, 2013.

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Committed Loan” has the meaning set forth in Section 2.01.

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of LIBO Rate Loans, pursuant to 2.01(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Company Material Adverse Effect” means an event or effect that is materially adverse to the business, financial condition or results of operations of the Lead Borrower and its Subsidiaries, taken as a whole, but shall not include events or effects relating to or resulting from (a) changes in general economic or political conditions or the securities, credit or financial markets in general, except to the extent such change has a disproportionate effect on the Lead Borrower and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Lead Borrower and its Subsidiaries operate, (b) any decline in the market price or trading volume of the Lead Borrower’s securities (it being understood that the underlying cause of such decline may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent it is not excluded by another clause of this definition), (c) general changes or developments in the industries or markets in which the Lead Borrower and its Subsidiaries operate, including general changes in law or regulation across such industries and markets, except to the extent such change has a disproportionate effect on the Lead Borrower and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Lead Borrower and its Subsidiaries operate, (d) the execution and delivery of agreements with respect to or the public announcement or pendency of the Transactions and tender offer pursuant to the Tender Offer Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Lead Borrower or any of its Subsidiaries with employees, customers, suppliers or partners, (e) the identity of the Investors or any of their Affiliates as the parties involved in the tender offer pursuant to the Tender Offer Agreement, (f) compliance with the terms of, or the taking of any action required by, the Tender Offer Agreement, (g) any acts of terrorism or war, except to the extent such act has a disproportionate effect on the Lead Borrower and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Lead Borrower and its Subsidiaries operate, (h) any hurricane, tornado, flood, earthquake, natural disasters, acts of God or other comparable events, except to the extent such event has a disproportionate effect on the Lead Borrower and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Lead Borrower and its Subsidiaries operate, (i) changes in applicable law, regulation or generally accepted accounting principles or the interpretation thereof after January 10, 2013, (j) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (it being understood that the underlying cause of such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent it is not excluded by another clause of this definition); or (k) any matter disclosed in Section 3.15 of the disclosure letter delivered by the Lead Borrower to ▇▇▇▇▇ Fargo immediately prior to the execution of the Tender Offer Agreement, a correct and complete copy of which has been provided to Lead Arrangers on or prior to January 10, 2013.

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“Competitor” means a Person, other than a Loan Party, who directly provides products or services that are the same or substantially similar to the products or services provided by, and that constitute a material part of the business of, the Loan Parties taken as a whole and who has been identified as a competitor by Lead Borrower to the Administrative Agent in writing from time to time.

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

“Consolidated” means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP of the financial condition or operating results of such Person and its Subsidiaries.

“Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the Lead Borrower and its Restricted Subsidiaries on a Consolidated basis for the most recently completed Measurement Period, plus (a) depreciation and amortization and other non-cash charges including imputed interest, deferred compensation and non-cash costs associated with the closing of retail store locations or other facilities, in each case for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), all in accordance with GAAP, plus (b) Consolidated Interest Expense for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), plus (c) the Provision for Taxes for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), plus (d) LIFO Adjustments (to the extent deducted in the computation of Consolidated Net Income of such Person), plus (e) one-time non-cash charges for restructurings and non-cash “other unusual items” as reported in a Form 10-K or a Form 10-Q of Lead Borrower filed with the Securities and Exchange Commission for such period, plus (f) non-cash charges related to goodwill impairment and impairment of non-cash intangibles, plus (g) non-cash charges, losses or expenses resulting from the application of Statement of Financial Accounting Standards No. 123(R), minus (viii) non-cash extraordinary gains, minus (ix) the income (or loss) of such Person during such Measurement Period in which any other Person has a joint interest to the extent of the amount of cash dividends or other distributions were not actually paid in cash to such Person during such period and to the extent of any Investments not actually paid in cash to such Person during such period (but in each case to the extent added to the computation of Consolidated Net Income of such Person), minus (x) the income of any direct or indirect Subsidiary of such Person to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its Organization Documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary (but in each case to the extent added to the computation of Consolidated Net Income of such Person).  “LIFO Adjustments” means, for any period, the net adjustment to costs of goods sold for such period required by the LIFO inventory method used by Lead Borrower determined in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, for any period of determination, the ratio of:

(a)                   Consolidated EBITDA for such period, minus Unfinanced Capital Expenditures made during such period, minus the aggregate amount of the Provision for Taxes paid in cash during such period, and if the amount by which the Cash Pension Contribution for such period exceeds the Pension Expense for such period, then minus such excess amount, or if the Pension Expense for such period exceeds the Cash Pension Contribution for such period, then plus such excess amount, to

(b)                   the Consolidated Fixed Charges of Lead Borrower and its Restricted Subsidiaries for such period.

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The “Cash Pension Contribution” means the actual cash pension funding payments made by Lead Borrower and its Restricted Subsidiaries with respect to pension funding obligations for the applicable period.  The “Pension Expense” means the actual pension expense for the applicable period of the Lead Borrower and its Restricted Subsidiaries pursuant to the profit and loss statement charge (or benefit) with respect to such pension funding obligations for such period.

“Consolidated Fixed Charges” means, as to any Person, with respect to any period, the sum of, without duplication,

(a)                   all Consolidated Interest Expense paid or received in cash during such period, plus

(b)                   all principal payments in respect of Indebtedness that are required to be paid during such period (and including (i) any principal payments required to be made under the Term Loan Agreement based on excess cash flow, (ii) any scheduled payments in respect of Indebtedness with respect to Capital Leases and (iii) in the case of Loan Parties, any payments made by a Loan Party after the Closing Date in respect of the NAI Workers’ Compensation Liabilities or in respect of the ASC Notes or the Guarantee thereof), but excluding (A) any portion of payments in respect of Capital Leases included in item (a) of this definition, (B) payments in respect of Loans which do not result in a reduction of the Aggregate Commitments during such period, (C) payments in respect of Indebtedness for borrowed money during such period to the extent paid with the proceeds of Refinancing Indebtedness, (D) payments in respect of Indebtedness made on or before the Closing Date, and (E) payments in respect of NAI Workers’ Compensation Liabilities not made by a Loan Party or payments in respect of the ASC Notes (including the Guarantee thereof) made from funds held in escrow for such purpose under the Escrow Agreement or otherwise not made by a Loan Party, plus

(c)                    all Restricted Payments paid in cash during such period, plus

(d)                   any mandatory permanent reduction of any Permitted Securitization Facility during such period;

provided, that, (i) payments in respect of NAI Workers’ Compensation Liabilities or in respect of the ASC Notes in each case made by a Loan Party shall not be included as Consolidated Fixed Charges

(A) so long as no Cash Dominion Event exists, for the period from the date such payment is made until the date ninety (90) days after the date such payment is made, provided, that, in the event that a Cash Dominion Event occurs at any time during such ninety (90) day period, such payments shall not be included as Consolidated Fixed Charges for the period ending on the earlier of (1) the date ninety (90) days after the date such payment is made or (2) thirty (30) days after the date of the Cash Dominion Event, or

(B) at any time a Cash Dominion Event exists (except as otherwise provided in clause (A)), for the period ending thirty (30) days after the date such payment is made, or

(C) to the extent such Loan Party is reimbursed for such payment in cash by a Person that is not a Loan Party or a Subsidiary of a Loan Party, or in the case of the payments in respect of the ASC Notes, from the Escrow Fund, and

(ii) to the extent that such Loan Party is not so reimbursed within the applicable period provided for in clauses (i)(A) and (i)(B) above, the payments in respect of NAI Workers’ Compensation Liabilities or ASC Notes, as the case may be, shall be deemed to be Consolidated Fixed Charges made as of the last day of the Fiscal Period most recently ended for which Administrative Agent has received financial

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statements, but in the event that a Loan Party is thereafter reimbursed in cash, such payments by a Loan Party in respect of NAI Workers’ Compensation Liabilities or ASC Notes, as the case may be, shall no longer be deemed to be Consolidated Fixed Charges (provided, that, the foregoing shall not be construed to have such payments cease to be Consolidated Fixed Charges for any prior period for which the Loan Parties were not in compliance with Section 7.15)

“Consolidated Interest Expense” means, for any Measurement Period (a) interest expense (including imputed interest in respect of Capital Lease Obligations and any amounts comparable to or in the nature of interest under any Permitted Securitization Facility) minus (b) the interest income, in each case, of Lead Borrower and its Restricted Subsidiaries for such Measurement Period, determined on a Consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, as of any date of determination, the net income of the Lead Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP, provided, that, there shall be excluded the income (or loss) of such Person during such Measurement Period and accrued prior to the date it becomes a Subsidiary of a Person or any of such Person’s Subsidiaries or is merged into or consolidated with a Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries.

“Consolidated Total Debt” means, as of any date of determination, the Indebtedness of the Lead Borrower and the Restricted Subsidiaries outstanding on such date (excluding Indebtedness of the type described in clauses (b), (c) and (g) of the definition of such term, except, in the case of such clause (b), to the extent of any unreimbursed drawings thereunder, and also excluding all Synthetic Lease Obligations).

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

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

“Covenant Compliance Event” shall mean, at any time, Excess Availability is less than ten percent (10%) of the Aggregate Commitments.

“Credit and Collection Policy” shall mean, with respect to any Borrower, such Borrower’s credit, collection, enforcement and other policies and practices relating to Pharmacy Receivables and Wholesale Trade Receivables existing on the date hereof and as set forth on Exhibit M hereto, together with any other normal and customary credit practices, procedures and policies employed by such Person.

“Credit Card Agreements” shall mean all agreements now or hereafter entered into by any Borrower or for the benefit of any Borrower, in each case with any Credit Card Issuer or any Credit Card Processor with respect to sales transactions involving credit card or debit card purchases, including, but not limited to, the agreements set forth on Schedule 5.21(b) hereto.

“Credit Card Issuer” shall mean any person (other than a Loan Party) who issues or whose members issue credit cards, including, without limitation, MasterCard or VISA bank credit or debit cards or other bank credit or debit cards issued through World Financial Network National Bank, MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners Club, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and other non-bank credit or debit cards, including, without limitation, credit or debit cards

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issued by or through American Express Travel Related Services Company, Inc., Novus Services, Inc., PayPal and other issuers approved by the Administrative Agent.

“Credit Card Notifications” has the meaning set forth in Section 6.13(a).

“Credit Card Processor” shall mean any servicing or processing agent or any factor or financial intermediary who facilitates, services, processes or manages the credit authorization, billing transfer and/or payment procedures with respect to any Borrower’s sales transactions involving credit card or debit card purchases by customers using credit cards or debit cards issued by any Credit Card Issuer.

“Credit Card Receivables” means amounts, together with all income, payments and proceeds thereof, owed by a Credit Card Issuer or Credit Card Processor to a Loan Party resulting from charges by a customer of a Loan Party on credit or debit cards issued by such Credit Card Issuer or processed by such Credit Card Processor (including, without limitation, electronic benefits transfers) in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business.

“Credit Extensions” mean each of the following: (a) a Borrowing (and including a Permitted Overadvance) and (b) an LC Credit Extension.

“Credit Party” or “Credit Parties” means (a) individually, (i) each Lender and its Affiliates, (ii) Administrative Agent, (iii) each LC Issuer, (iv) the Lead Arrangers, (v) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (vi) any other Person to whom Obligations under this Agreement and other Loan Documents are owing, and (vii) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing.

“Credit Party Expenses” means, without limitation, (a) all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates, in connection with this Agreement and the other Loan Documents, including, without limitation, (i) the reasonable fees, charges and disbursements (A) of counsel for the Administrative Agent, (B) of outside consultants for the Administrative Agent, (C) of appraisers (subject to the limitations provided for in Section 6.10), (D) incurred during any field examinations (subject to the limitations provided for in Section 6.10), (E) filing and search charges and recording taxes, and (F) all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Obligations, (ii) in connection with (A) the syndication of the credit facilities provided for herein, (B) the preparation, negotiation, administration, management, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (C) the enforcement or protection of their rights in connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect, or enforce the Collateral, or (D) any workout, restructuring or negotiations in respect of any Obligations, (b) with respect to the LC Issuers, all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; and (c) all reasonable out-of-pocket expenses incurred by the Credit Parties who are not the Administrative Agent, the LC Issuers or any Affiliate of any of them, after the occurrence and during the continuance of an Event of Default, provided, that, such legal fees and expenses shall be limited to the reasonable and documented fees and disbursements of one external counsel for the Credit Parties, and in addition, one local or special counsel in each applicable jurisdiction, and in the case of an actual or perceived conflict of interest as determined by the affected Person, one counsel for such affected Person).

“Customer Credit Liabilities” means at any time, the aggregate remaining value at such time of (a) outstanding gift certificates and gift cards of any Borrower entitling the holder thereof to use all or a

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portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory, (b) outstanding merchandise credits of any Borrower, and (c) liabilities in connection with frequent shopping programs of any Borrower.

“Customer Deposits” means deposits made by customers with respect to the purchase or lease of goods or the performance of services.

“Customer Support Transaction” shall mean any one of the following transactions in the ordinary course of the business of the Borrowers consistent with the current practices as of the date hereof: (a) any sublease by a Loan Party to a customer of any Loan Party of leased real property of such Loan Party that constitutes a Capital Lease, (b) any lease by a Loan Party to a customer of any Loan Party of owned real property of such Loan Party that constitutes a Capital Lease, (c) any assignment of a lease of real property by a Loan Party that constitutes a Capital Lease to a customer of any Loan Party in connection with which the assigning Loan Party is not released from liability under such lease, (d) any Guarantee by a Loan Party for the benefit of a third party of Indebtedness of a customer of any Loan Party and (e) any loan of money or property (other than ABL Priority Collateral) by a Loan Party to a customer; provided, that, the foregoing shall not be construed to apply to the sale of inventory on credit by a Loan Party to a customer in the ordinary course of business.

“DDA” means each checking, savings or other demand deposit account maintained by any of the Loan Parties.  All funds in each DDA (other than the Excluded DDAs) shall be presumed to be Collateral and proceeds of Collateral and the Administrative Agent and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA.

“DDA Notification” has the meaning set forth in Section 6.17(d).

“Deal-based Breakout Financial Information” has the meaning set forth in Section 4.01(f).

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

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

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans, plus (iii) two percent (2%) per annum; provided, that, with respect to a LIBO Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable LC Fee Rate for Letters of Credit, plus two percent (2%) per annum.

“Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Lead Borrower in writing that such failure is the result of such Lender’s reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any LC Issuer, any Swing Line Lender, any other Lender or the Borrowers, any other amount required to be paid by it hereunder

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(including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Lead Borrower, the Administrative Agent or any LC Issuer or Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Lead Borrower, to confirm in writing to the Administrative Agent and the Lead Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Lead Borrower), or (d) has, or has a direct or indirect parent company that has after the Closing Date, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Lead Borrower, each LC Issuer, each Swing Line Lender and each Lender.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale, transfer, license or other disposition of (whether in one transaction or in a series of transactions) of any property (including, without limitation, the issuance and/or sale of any Equity Interests) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the date on which the Loans mature; provided, that, (i) only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock and (ii) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Lead Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Lead Borrower or one of its Subsidiaries in order to satisfy obligations or as a result of such employee’s termination, resignation, death or disability and if any class of Equity Interest of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock.

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The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Lead Borrower and its Subsidiaries may become obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends.

“Dollars” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any direct or indirect Subsidiary of a Loan Party other than a Foreign Subsidiary.

“Eligible Assignee” means (a) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $1,000,000,000, (b) a savings and loan association, savings bank or farm credit bank and association organized under the laws of the United States, or any State thereof, and having total assets in excess of $1,000,000,000, (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”) or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through such bank’s branch, or agency, located in the United States, (d) the central bank of any country which is a member of the OECD, (e) a company engaged in the business of making commercial loans on a revolving basis (including a commercial finance company), in each case organized under the laws of the United States, or any State thereof, which Person, together with its Affiliates, has total assets in excess of $1,000,000,000, (f) any Approved Fund, (g) any Lender, (h) any Affiliate of any Lender and (i) any other Person (other than a natural person) approved by (i) the Administrative Agent, each LC Issuer and the Swing Line Lender (in each case such approval not to be unreasonably withheld or delayed), and (ii) unless an Event of Default has occurred and is continuing, the Lead Borrower (such approval not to be unreasonably withheld or delayed); provided, that, notwithstanding the foregoing, “Eligible Assignee” shall not include (A) a Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries, (B) the Investors or any of the Investors’ Affiliates or Subsidiaries, (C) any Person organized under the laws of a jurisdiction outside the United States if at the time of an assignment pursuant to Section 10.06(b), such Person would be subject to United States interest withholding tax at a rate greater than zero, except if such Person agrees not to seek additional payments from Borrowers as a result of its obligations for such withholding tax, (D) so long as no Specified Event of Default exists or has occurred and is continuing, any Competitor, or (E) any Defaulting Lender.

“Eligible Credit Card Receivables” means at the time of any determination thereof, each Credit Card Receivable that at all times satisfies the criteria set forth below and which has been earned by performance and represents the bona fide amounts due to a Borrower from a Credit Card Processor and/or Credit Card Issuer, and in each case originated in the ordinary course of business of such Borrower.  Without limiting the foregoing, in order to be an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party.  In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual fees, discounts, claims or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer, a Credit Card Processor, or Credit Card Issuer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable.  Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Credit Card Receivables shall not include any Credit Card Receivable:

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(a)                   which is unpaid more than five (5) Business Days after the date of determination of eligibility thereof;

(b)                   where such Credit Card Receivable or the underlying contract contravenes any laws, rules or regulations applicable thereto, including, rules and regulations relating to truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy or any party to the underlying contract is in violation of any such laws, rules or regulations;

(c)                    which is not a valid, legally enforceable obligation of the applicable Credit Card Issuer or Credit Card Processor with respect thereto;

(d)                   which is disputed, is with recourse due to the creditworthiness of the cardholder, or with respect to which a claim, chargeback, offset, deduction or counterclaim, dispute or other defense has been asserted (to the extent of such claim, chargeback, offset, deduction or counterclaim, dispute or other defense);

(e)                    that is not subject to a perfected first priority security interest in favor of the Administrative Agent, or with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien, other than Liens granted to the Administrative Agent pursuant to the Security Documents and Liens permitted under clauses (a), (e) or (o) of the definition of Permitted Encumbrances  and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, between the holder of such Lien and the Administrative Agent;

(f)                     which does not conform to all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables;

(g)                    which does not constitute an “Account” or “Payment Intangible” (as each such term is defined in the UCC);

(h)                   as to which the Credit Card Issuer or Credit Card Processor has asserted the right to require a Loan Party to repurchase such Credit Card Receivable from such Credit Card Issuer or Credit Card Processor;

(i)                       is due from a Credit Card Issuer or Credit Card Processor which is the subject of proceedings under a Debtor  Relief Law;

(j)                      which is evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent;

(k)                   which are Pharmacy Receivables or Wholesale Trade Receivables;

(l)                       which arise from the “Purchase Advantage” private label credit card of Borrowers or any other proprietary credit card of a Borrower where such Borrower has liability for the failure of the card holder to make payment thereunder as a result of the financial condition of such card holder;

(m)               which is payable in any currency other than Dollars; or

(n)                   which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection.

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The criteria for Eligible Credit Card Receivables set forth above may be changed and any new criteria for Eligible Credit Card Receivables may be established by the Administrative Agent in the exercise of its Permitted Discretion solely based on either: (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a Borrower to the field examiners of the Administrative Agent prior to the Closing Date (except to the extent that it may have been identified but the Administrative Agent has elected not to establish eligibility criteria with respect thereto as of the Closing Date), in either case under clause (i) or (ii) which adversely affects or would reasonably be expected to adversely affect the Credit Card Receivables or the Administrative Agent’s ability to realize upon the Credit Card Receivables in any material respect, as determined by the Administrative Agent in its Permitted Discretion.  Any Credit Card Receivables that are not Eligible Credit Card Receivables shall nevertheless be part of the Collateral.

“Eligible Inventory” means, as of the date of determination thereof, items of Inventory of a Borrower that are finished goods, merchantable and readily saleable to the public in the ordinary course of a Borrower’s business.  Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Inventory shall not include any Inventory:

(a)                   that is not solely owned by a Borrower or a Borrower does not have good and valid title thereto;

(b)                   that is leased by or is on consignment to a Borrower or which is consigned by a Borrower to a Person which is not a Loan Party;

(c)                    that is not located in the United States (excluding territories or possessions of the United States) at a location that is owned or leased by a Borrower, except Inventory in transit between locations owned or leased by a Borrower in the United States;

(d)                   that is located in a distribution center leased by a Loan Party unless (i) the applicable lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Reserve based on rent with respect to such location has been established by the Administrative Agent in its Permitted Discretion subject to the terms in the definition of Availability Reserves;

(e)                    that is comprised of goods which (i) are damaged, defective, “seconds,” or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are obsolete or slow moving, or custom items, work in process, raw materials, or that constitute spare parts, promotional, marketing, packaging and shipping materials or supplies used or consumed in a Borrower’s business, (iv) are seasonal in nature and which have been packed away for sale in the subsequent season, (v) are not in material compliance with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale, (vi) are ▇▇▇▇ and hold goods or (vii) are coffee shop inventory or fuel inventory;

(f)                     which does not conform to all representations, warranties or other provisions in the Loan Documents relating to Inventory;

(g)                    that is not subject to a perfected first priority security interest in favor of the Administrative Agent or that is subject to any other Lien, other than Liens permitted under clauses (a), (b), (e), (p) and (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement in form and substance reasonably satisfactory to Administrative Agent between the holder of such Lien and Administrative Agent;

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(h)                   that consists of samples, labels, bags, packaging, and other similar non-merchandise categories;

(i)                       that is not insured in compliance with the provisions of Section 5.10 hereof;

(j)                      that has been sold but not yet delivered or as to which a Borrower has accepted a deposit;

(k)                   that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from which any Borrower or any of its Subsidiaries has received notice of a material dispute in respect of any such agreement; or

(l)                       acquired in a Permitted Acquisition or which is not of the type usually sold in the ordinary course of a Borrower’s business, unless and until the Administrative Agent has completed or received (A) an appraisal of such Inventory from appraisers reasonably satisfactory to the Administrative Agent and establishes an Inventory advance rate and Inventory Reserves (if applicable) therefor, and otherwise agrees that such Inventory shall be deemed Eligible Inventory, and (B) such other due diligence as the Administrative Agent may reasonably require (including a field examination with respect thereto, which will not be considered for purposes of any of the limitations in Section 6.10), all of the results of the foregoing to be reasonably satisfactory to the Administrative Agent.

The criteria for Eligible Inventory set forth above may only be changed and any new criteria for Eligible Inventory may only be established by the Administrative Agent in the exercise of its Permitted Discretion and solely based on either: (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a Borrower to the field examiners of the Administrative Agent prior to the Closing Date (except to the extent that it may have been identified but the Administrative Agent has elected not to establish eligibility criteria with respect thereto as of the Closing Date), in either case under clause (i) or (ii) which adversely affects or would reasonably be expected to adversely affect the Inventory or the Administrative Agent’s ability to realize upon the Inventory in any material respect, in each case, as determined by Administrative Agent in its Permitted Discretion.  Any Inventory that is not Eligible Inventory shall nevertheless be part of the Collateral.

“Eligible Pharmacy Receivables” means, at the time of any determination thereof, each Pharmacy Receivable that at all times satisfies the criteria set forth below and which has been earned by performance, and in each case originated in the ordinary course of business of such Borrower. In determining the amount to be so included, the face amount of a Pharmacy Receivable shall be reduced by, without duplication, to the extent not reflected in such face amount, (1) any and all returns, accrued rebates, discounts (which may, at the Administrative Agent’s option, be calculated on shortest terms), credits, allowances or sales or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Pharmacy Receivables at such time, and (2) the aggregate amount of all customer deposits, unapplied cash, bonding subrogation rights to the extent not cash collateralized.  Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Pharmacy Receivables shall not include any Pharmacy Receivable:

(a)                   which is unpaid within the earlier of thirty (30) days following its original due date or sixty (60) days following its original invoice date;

(b)                   that is the obligation of an Account Debtor (or its Affiliates) if fifty percent (50%) or more of the dollar amount of all Pharmacy Receivables owing by that Account Debtor (or its Affiliates) are ineligible under the other criteria listed in clause (a) above;

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(c)                    where such Pharmacy Receivable or the underlying contract contravenes any laws, rules or regulations applicable thereto, including, rules and regulations relating to truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy or any party to the underlying contract is in violation of any such laws, rules or regulations;

(d)                   which is not a valid, legally enforceable obligation of the applicable Account Debtor with respect thereto;

(e)                    which is disputed, or with respect to which a claim, chargeback, offset, deduction or counterclaim, dispute or other defense has been asserted (to the extent of such claim, chargeback, offset, deduction or counterclaim, dispute or other defense);

(f)                     that is not subject to a perfected first priority security interest in favor of the Administrative Agent, or with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien, other than Liens granted to the Administrative Agent pursuant to the Security Documents and Liens permitted under clauses (a), (e) or (o) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, between the holder of such Lien and the Administrative Agent;

(g)                    which does not conform to all representations, warranties or other provisions in the Loan Documents relating to Pharmacy Receivables;

(h)                   which does not constitute an “Account” or “Payment Intangible” (as each such term is defined in the UCC);

(i)                       is due from an Account Debtor which is the subject of proceedings under a Debtor Relief Law;

(j)                      where the Account Debtor obligated upon such Pharmacy Receivable suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due;

(k)                   which is evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent;

(l)                       which are Credit Card Receivables or Wholesale Trade Receivables;

(m)               which do not direct payment thereof to be sent to a Blocked Account;

(n)                   which is payable in any currency other than Dollars;

(o)                   for which the Account Debtor is (i) any Governmental Authority (including, without limitation, Medicare, Medicaid and food assistance programs), or (ii) a Credit Card Issuer or Credit Card Processor;

(p)                   for which the Account Debtor is not a (i) retail customer or (ii) Third Party Payor;

(q)                   that do not arise from the sale of medication, medical equipment or other medical items by such Borrower in the ordinary course of its business;

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(r)                      with respect to an Account Debtor, other than an Investment Grade Account Debtor, whose total obligations owing to Borrowers exceed fifteen percent (15%) (such percentage, as applied to a particular Account Debtor, being subject to reduction by Administrative Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates or otherwise, in any event, as applied to a particular Account Debtor being subject to increase as to such Account Debtor by Administrative Agent in its Permitted Discretion) of all Eligible Pharmacy Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, in each case, the amount of Eligible Pharmacy Accounts that are excluded because they exceed the foregoing percentage shall be determined by Administrative Agent based on all of the otherwise Eligible Pharmacy Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit;

(s)                     (i) upon which such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever, or (ii) as to which Pharmacy Receivable the Account Debtor is located in a state requiring the filing of a Notice of Business Activities Report or similar report in order to permit such Borrower to use the courts of such state or to otherwise seek judicial enforcement of payment of such Pharmacy Receivable, in each case unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report (or equivalent report, as applicable) for the most recent year for which such qualification or report is required (in each case to the extent that the Administrative Agent has determined to render such Pharmacy Receivable ineligible), or (iii) if the Pharmacy Receivable represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(t)                      to the extent any Borrower or any Subsidiary thereof is (i) liable for goods sold or services rendered by the applicable Account Debtor to any Borrower or any Subsidiary thereof, or (ii) liable for accrued and actual discounts, claims, unpaid fees, credit or credits pending, promotional program allowances, price adjustment, finance charges or other allowances (including any amount that any Borrower or any Subsidiary thereof, as applicable, may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (whether written or oral), but in each case only to the extent of the potential offset resulting therefrom;

(u)                   that is the obligation of an Account Debtor located in a foreign country unless payment thereof is supported by an irrevocable letter of credit reasonably satisfactory to the Administrative Agent as to form, substance and issuer or domestic confirming bank (provided, that, at any time an Accelerated Borrowing Base Delivery Event exists, in addition, any such letter of credit shall have been delivered to Administrative Agent and shall be directly drawable by Administrative Agent) or is covered by credit insurance in form, substance and amount, and by an insurer, reasonably satisfactory to Administrative Agent;

(v)                   with respect to which an invoice, reasonably acceptable to the Administrative Agent in form, has not been sent to the applicable Account Debtor or such invoice does not include a true and correct statement of the bona fide payment obligation incurred in the amount of the Pharmacy Receivable for medication, medical equipment or other medical items sold to and accepted by the applicable Account Debtor;

(w)                 in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a ▇▇▇▇ and hold, or any other terms by reason of which the payment by an Account Debtor may be conditional;

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(x)                   as to which any check, draft or other items of payment has previously been received which has been returned unpaid or otherwise dishonored;

(y)                   to the extent such Pharmacy Receivable consists of finance charges as compared to obligations to such Borrower for goods sold;

(z)                    to the extent such Pharmacy Receivable exceeds any credit limit established by the Administrative Agent in its Permitted Discretion, but only after a determination made by the Administrative Agent in its Permitted Discretion that the creditworthiness of such applicable Account Debtor has declined in such a manner that the prospects for payment on such Pharmacy Receivable have or may become materially impaired;

(aa)            which have not been underwritten in accordance with the applicable Borrower’s Credit and Collection Policy, and has terms which have not been modified, impaired, waived, altered, extended or renegotiated since its origination in any way; or

(bb)            which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection.

The criteria for Eligible Pharmacy Receivables set forth above may only be changed and any new criteria for Eligible Pharmacy Receivables may only be established by the Administrative Agent in the exercise of its Permitted Discretion and solely based on either: (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a Borrower to the field examiners of the Administrative Agent prior to the Closing Date (except to the extent that it may have been identified but the Administrative Agent has elected not to establish eligibility criteria with respect thereto as of the Closing Date), in either case under clause (i) or (ii) which adversely affects or would reasonably be expected to adversely affect the Pharmacy Receivables or the Administrative Agent’s ability to realize upon the Pharmacy Receivables in any material respect, as determined by the Administrative Agent in its Permitted Discretion.  Any Pharmacy Receivables that are not Eligible Pharmacy Receivables shall nevertheless be part of the Collateral.

“Eligible Prescription Files” means, at the time of any determination thereof, each Prescription File that at all times satisfies the criteria set forth below and which arises and is maintained in the ordinary course of the business of such Borrower and which is of a type included in an appraisal of Prescription Files received by Administrative Agent in accordance with the requirements of Administrative Agent (including Prescription Files acquired by such Borrower after the date of such appraisal).  Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Prescription Files shall not include any Prescription Files: (a) at premises other than those owned, leased or licensed and in each case controlled by a Borrower; (b) subject to a Lien in favor of any Person other than Administrative Agent except those permitted in this Agreement that are subject to an intercreditor agreement in form and substance reasonably satisfactory to Administrative Agent between the holder of such Lien and Administrative Agent; (c) that are not in a form that may be sold or otherwise transferred or are subject to regulatory restrictions on the transfer thereof that are not acceptable to the Administrative Agent in its Permitted Discretion.  The criteria for Eligible Prescription Files set forth above may only be changed and any new criteria for Eligible Prescription Files may be established by the Administrative Agent in the exercise of its Permitted Discretion based solely on either: (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a Borrower to the field examiners of Administrative Agent prior to the Closing Date (except to the extent that it may have been identified but the Administrative Agent has elected not to

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establish eligibility criteria with respect thereto as of the Closing Date), in either case under clause (i) or (ii) which adversely affects or would reasonably be expected to adversely affect the Prescription Files or the Administrative Agent’s ability to realize upon the Prescription Files in any material respect, in each case, as determined by Administrative Agent in its Permitted Discretion.  Any Prescription Files that are not Eligible Prescription Files shall nevertheless be part of the Collateral.

“Eligible Retail Inventory” means Eligible Inventory that is Retail Inventory.

“Eligible Trade Receivables” means Accounts deemed by the Administrative Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base arising from the sale of the Borrowers’ Wholesale Inventory that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Account (1) has been earned by performance and represents the bona fide amounts due to a Borrower from an Account Debtor, and in each case originated in the ordinary course of business of such Borrower, and (2) in each case is acceptable to the Administrative Agent in its discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (ff) below.  Without limiting the foregoing, to qualify as an Eligible Trade Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party.  In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (1) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (2) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Eligible Trade Receivable.  Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Trade Receivables shall not include any Wholesale Trade Receivable:

(a)                   which is unpaid within the earlier of twenty-one (21) days following its original due date or forty-nine (49) days following the initial statement date with respect to such Wholesale Trade Receivable;

(b)                   due from any Account Debtor (or its Affiliates),  where fifty percent (50%) or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible pursuant to clause (a), above;

(c)                    with respect to which an invoice, reasonably acceptable to the Administrative Agent in form, has not been sent to the applicable Account Debtor;

(d)                   with respect to which (i) the goods giving rise to such Wholesale Trade Receivable have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Wholesale Trade Receivable have not been performed and billed to the Account Debtor,

(e)                    where such Wholesale Trade Receivables or the underlying contract contravenes any laws, rules or regulations applicable thereto, including, rules and regulations relating to truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy or any party to the underlying contract is in violation of any such laws, rules or regulations;

(f)                     which is not a valid, legally enforceable obligation of the applicable Account Debtor with respect thereto;

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(g)                    which are disputed or with respect to which claim, chargeback, offset, deduction or counterclaim, dispute or other defense has been asserted (to the extent of such claim, chargeback, offset, deduction or counterclaim, dispute or other defense);

(h)                   that are not subject to a perfected first priority security interest in favor of the Administrative Agent, or with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien, other than Liens granted to the Administrative Agent pursuant to the Security Documents and Liens permitted under clauses (a), (e) or (o) of the definition of Permitted Encumbrances  and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, between the holder of such Lien and the Administrative Agent;

(i)                       which do not conform to all representations, warranties or other provisions in the Loan Documents relating to Wholesale Trade Receivables;

(j)                      for which all consents, approvals or authorizations of, or registrations or declarations with any Governmental Authority required to be obtained, effected or given in connection with the performance of such Account by the account debtor or in connection with the enforcement of such Account by the Administrative Agent have been duly obtained, effected or given and are in full force and effect;

(k)                   which do not constitute an “Account” or “Payment Intangible” (as each such term is defined in the UCC);

(l)                       which are due from an Account Debtor which is the subject of proceedings under a Debtor Relief Law;

(m)               where the Account Debtor obligated upon such Wholesale Trade Receivables suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due;

(n)                   which are evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent;

(o)                   which are Pharmacy Receivables or Credit Card Receivables;

(p)                   for which the Account Debtor is a (i) retail customer, (ii) Credit Card Issuer or Credit Card Processor, (iii) Governmental Authority (including, without limitation, Medicare, Medicaid and food assistance programs), (iv) military customers, (v) a Sanctioned Person or Sanctioned Entity, or (vi) an Affiliate of any Borrower or an employee or agent of any Borrower;

(q)                   (i) owing from any Person (other than the Transition Agreement Parties) that is also a supplier to or creditor of a Loan Party or any of its Subsidiaries, or (ii) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling a Loan Party or any of its Subsidiaries to discounts on future purchase therefrom;

(r)                      which consist of amounts due from vendors as rebates or allowances or from franchisees;

(s)                     which are payable in any currency other than Dollars;

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(t)                      which do not direct payment thereof to be sent to a Blocked Account;

(u)                   arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a ▇▇▇▇ and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional;

(v)                   that is the obligation of an Account Debtor located in a foreign country unless payment thereof is supported by an irrevocable letter of credit reasonably satisfactory to the Administrative Agent as to form, substance and issuer or domestic confirming bank (provided, that, at any time an Accelerated Borrowing Base Delivery Event exists, in addition, any such letter of credit shall have been delivered to Administrative Agent and shall be directly drawable by Administrative Agent) or is covered by credit insurance in form, substance and amount, and by an insurer, reasonably satisfactory to Administrative Agent;

(w)                 (i) upon which such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever, or (ii) as to which Wholesale Trade Receivable the Account Debtor is located in a state requiring the filing of a Notice of Business Activities Report or similar report in order to permit such Borrower to use the courts of such state or to otherwise seek judicial enforcement of payment of such Wholesale Trade Receivable, in each case unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the most recent year for which such qualification or report is required (to the extent that the Administrative Agent in its Permitted Discretion has determined to render such Wholesale Trade Receivable ineligible), or (iii) if the Wholesale Trade Receivable represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(x)                   to the extent any Borrower or any Subsidiary thereof is (i) liable for goods sold or services rendered by the applicable Account Debtor to any Borrower or any Subsidiary thereof, or (ii) liable for accrued and actual discounts, claims, unpaid fees, credit or credits pending, promotional program allowances, price adjustment, finance charges or other allowances (including any amount that any Borrower or any Subsidiary thereof, as applicable, may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (whether written or oral), but, in each case only to the extent of the potential offset resulting therefrom (provided, that, the amount of the offset for this purpose in respect of amounts owing by a Borrower or any Subsidiary thereof to any of the Transition Agreement Parties shall be limited to the extent that such Transition Agreement Party has agreed in writing to offset first against amounts owing to such Borrower or Subsidiary other than any of the Wholesale Trade Receivables, so long as such agreement is in form and substance reasonably satisfactory to Administrative Agent and is either (i) in favor of Administrative Agent or (ii) provides that (A) Administrative Agent is a third party beneficiary with respect thereto, (B) Administrative Agent is entitled to directly enforce such agreement, (C) the agreement of the applicable Transition Agreement Party is not subject to any defenses against Administrative Agent based on any act or omission of a Loan Party, and (D) such agreement may not be amended, modified or any rights of any Loan Party thereunder waived without the written consent of Administrative Agent);

(y)                   which arise in whole or in part from the sale of products purchased by the applicable Borrower from a Person which is entitled to the benefits of the PSA, with respect to such products;

(z)                    to the extent such Wholesale Trade Receivable exceeds any credit limit established by the Administrative Agent in its Permitted Discretion, but only after a determination made by the Administrative Agent in its Permitted Discretion that the creditworthiness of such applicable Account

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Debtor has declined in such a manner that the prospects for payment on such Wholesale Trade Receivable have or may become materially impaired;

(aa)            with respect to an Account Debtor whose total obligations owing to Borrowers exceed ten percent (10%) (such percentage, as applied to a particular Account Debtor, being subject to reduction by Administrative Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates or otherwise, in any event, as applied to a particular Account Debtor being subject to increase as to such Account Debtor by Administrative Agent in its Permitted Discretion) of all Eligible Trade Receivables, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, in each case, the amount of Eligible Trade Receivables that are excluded because they exceed the foregoing percentage shall be determined by Administrative Agent based on all of the otherwise Eligible Trade Receivables prior to giving effect to any eliminations based upon the foregoing concentration limit;

(bb)            where the Account Debtor obligated upon such Wholesale Trade Receivables is in default, in any manner material to the Wholesale Trade Receivable in question;

(cc)              which have not been underwritten in accordance with the applicable Borrower’s Credit and Collection Policy, and has terms which have not been modified, impaired, waived, altered, extended or renegotiated since its origination in any way;

(dd)            as to which any check, draft or other items of payment has previously been received which has been returned unpaid or otherwise dishonored; or

(ee)              which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection.

“Eligible Wholesale Inventory” means Eligible Inventory that is Wholesale Inventory.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the Release of any Hazardous Materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Lead Borrower or any other Loan Party resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, labeling, storage, treatment or disposal or recycling of, or presence of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equipment” has the meaning set forth in the UCC.

“Equity Interests” means, with respect to any Person, the shares of capital stock of (or other ownership or profit interests in) such Person, the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, the securities convertible into or exchangeable for shares of capital stock of (or other ownership

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or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and any of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

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

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Lead Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Lead Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Lead Borrower or any ERISA Affiliate, or (g) the breach of any terms of the PBGC Agreement.

“Escrow Agreement” means the Escrow Agreement dated the Closing Date, by and among Lead Borrower, ASC, and JPMorgan Chase Bank, N.A., as Escrow Agent.

“Escrow Fund” has the meaning set forth in the Escrow Agreement.

“Event of Default” has the meaning set forth in Section 8.01.  An Event of Default shall be deemed to be continuing unless and until that Event of Default has been duly waived as provided in Section 10.01 hereof or is cured if such Event of Default is capable of being cured.

“Excess Availability” means, as of any date of determination thereof, the result of: (a) the Loan Cap, minus, (b) the aggregate unpaid balance of Credit Extensions; provided, that, for purposes of the calculation of Excess Availability prior to April 30, 2013, any NAI LCs outstanding as of the Closing Date (or any portion of any such NAI LC, as the case may be) shall not be considered in such calculation to the extent that Administrative Agent has received evidence satisfactory to it that a new letter of credit replacing such NAI LC has been issued for the account of the beneficiary thereof, that such new letter of credit is being sent to such beneficiary and such NAI LC will be released promptly after the Closing Date.  Any portion of an NAI LC that is not covered by a new letter of credit as provided for in the previous sentence shall be included in the calculation of Excess Availability prior to April 30, 2013.  On and after April 30, 2013, all NAI LCs then outstanding shall be Letters of Credit for purposes of the calculation of Excess Availability.

“Excluded DDAs” means each checking, savings or other demand deposit account maintained by any Loan Party and exclusively used (a) for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees, (b) for the receipt of Medicare and Medicaid receivables of a Loan Party, (c) to hold proceeds of Term Loan Priority Collateral, subject to

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the Term Loan Intercreditor Agreement, unless and until the release of the Lien therein of the Term Loan Agent, or (d) for the receipt and deposit of funds of a specific Person other than a Loan Party, or which a Loan Party is holding in trust or as a fiduciary for such Person, in each case in  a manner permitted under this Agreement or the other Loan Documents.

“Excluded Subsidiaries” means each (a) Immaterial Subsidiary, (b) Foreign Subsidiary, (c) Unrestricted Subsidiary, (d) Insurance Captive and (e) a Subsidiary of Lead Borrower that is not, directly or indirectly, wholly owned by Lead Borrower; provided, that, (i) ▇▇▇▇▇ Foods, LLC shall not be deemed to be an Excluded Subsidiary, and (ii) in no event shall any Subsidiary of Lead Borrower that is a guarantor of the Term Loan Debt be an Excluded Subsidiary.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any LC Issuer or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder, (a) any tax imposed on or measured by, in whole or in part, the revenue, net income, net profits, net assets, capital or net worth of, and franchise taxes imposed on, any Lender or any Participant (including any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) (i) in which such Lender or such Participant is organized (ii) in which such Lender’s or such Participant’s principal office is located, (iii) in which such Lender or such Participant is doing business, including, branch profits taxes and branch interest taxes (other than solely as a result of entering into any Loan Document or taking any action contemplated thereunder), (iv) in which it has a present or former connection other than as a result of the Loan Documents or taking any action contemplated thereunder or (v) in the case of any Foreign Lender, in which its applicable Lending Office is located, in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any other Loan Document); (b) taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section 3.01(e), (c) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, (d) in the case of a Foreign Lender, any United States federal withholding taxes imposed on amounts payable to such Foreign Lender as a result of such Foreign Lender’s failure to comply with FATCA to establish a complete exemption from withholding thereunder, and (e) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), except that Taxes shall include (1) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 3.01(e), if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), and (2) additional United States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result of a Change in Law.

“Executive Order” has the meaning set forth in Section 10.18.

“Existing Credit Agreement” has the meaning set forth in the Recitals.

“Existing Debt Documents” means, collectively, the SVU 2016 Notes, the SVU Indenture (but solely in respect of the SVU 2016 Notes) and any other notes, indentures, instruments or other agreements evidencing, governing or related to any other Material Indebtedness or securitization arrangements of the Lead Borrower or any of its Subsidiaries incurred after the Closing Date with a maturity on or prior to the date that is five (5) years from the Closing Date.

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“Existing Letters of Credit” means, collectively, the letters of credit issued for the account of a Loan Party or for which such Loan Party is otherwise liable listed on Schedule 1.01(b) hereto, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“Existing Loan Documents” has the meaning set forth in the Recitals.

“Existing Receivables Transfer Agreements” means (a) the Second Amended and Restated Receivables Purchase Agreement, dated as of November 30, 2011, by and among SUPERVALU Receivables Funding Corporation, a Delaware corporation, as seller, the Lead Borrower, as servicer, the banks and other financial institutions party thereto, as purchasers and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as agent, and (b) each Purchase Agreement as defined in such Second Amended and Restated Receivables Purchase Agreement.

“Existing Term Loan Agent” means Credit Suisse AG, Cayman Islands Branch, in its capacity as agent for the Existing Term Loan Lenders.

“Existing Term Loan Agreement” means the Credit Agreement, dated August 30, 2012, among Existing Term Loan Agent, Existing Term Loan Lenders, and the Lead Borrower.

“Existing Term Loan Facility” means the term loan facility provided to Lead Borrower pursuant to the terms of the Existing Term Loan Agreement.

“Existing Term Loan Lenders” means the financial institutions party to the Existing Term Loan Agreement as lenders.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.

“Facility Guaranty” means the Amended and Restated Guaranty made by the Guarantors in favor of the Administrative Agent and the other Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent.

“Farm Products” has the meaning set forth in the Food Security Act and the UCC.

“Farm Products Sellers” means, collectively, sellers or suppliers to any Loan Party of any Farm Products and including any milk or dairy products, perishable agricultural commodity (as defined in PACA) or livestock (as defined in the PSA), meat, meat food products or livestock products derived therefrom or any poultry or products derived therefrom; sometimes referred to herein individually as a “Farm Products Seller”.

“FATCA” means current Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is that is substantively comparable and not materially more burdensome to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the

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Business Day next succeeding such day; provided, that, (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to ▇▇▇▇▇ Fargo on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement, dated January 10, 2013, by and among the Lead Arrangers and the Lead Borrower.

“Fiscal Intermediary” means any qualified insurance company or other Person that has entered into an ongoing relationship with any Governmental Authority to make payments to payees under Medicare, Medicaid or any other Federal, state or local public health care or medical assistance program pursuant to any of the Health Care Laws.

“Fiscal Period” means any four-week or five-week fiscal period of any Fiscal Year, in accordance with the fiscal accounting calendar of the Loan Parties as in effect on the date hereof.

“Fiscal Quarter” means the period consisting of the first four Fiscal Periods of each Fiscal Year and the next three periods of three Fiscal Periods each in such Fiscal Year.

“Fiscal Year” means any period of thirteen (13) consecutive Fiscal Periods ending on the last Saturday of February of any calendar year.

“Flood Program” shall mean the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Flood Zone” shall mean areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.

“Food Security Act” means the Food Security Act of 1984, 7 U.S.C. Section 1631 et. seq., as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

“Food Security Act Notices” is defined in Section 5.27(a) hereof.

“Foreign Asset Control Regulations” has the meaning set forth in Section 10.18.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Lead Borrower is resident for tax purposes.  For purposes of this definition, the United States, the States thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means a direct or indirect Subsidiary of a Loan Party organized or incorporated under the laws of a jurisdiction other than a State of the United States, the United States, or the District of Columbia.

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

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

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

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

“Ground Lease” means, individually and collectively, as the context may require, each ground lease described on the Applicable Collateral List.

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

“Guarantor” means each Subsidiary that is neither a Borrower nor an Excluded Subsidiary, together with its successors and assigns.

“Hazardous Materials” means all chemicals, materials, substances or wastes of any nature that are listed, classified, regulated, characterized or otherwise defined as “hazardous,” “toxic,” “radioactive,” a “pollutant,” a “contaminant,” or terms of similar intent or meaning, by any Governmental Authority or that are otherwise prohibited, limited or regulated pursuant to any Environmental Law, including petroleum or petroleum distillates, friable asbestos or friable asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.

“Health Care Laws” means all Federal, state and local laws, rules, regulations, interpretations, guidelines, ordinances and decrees primarily relating to patient healthcare, any health care provider, medical assistance and cost reimbursement programs, as now or at any time hereafter in effect, applicable

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to any Loan Party, including, but not limited to, the Social Security Act, the Social Security Amendments of 1972, the Medicare-Medicaid Anti-Fraud and Abuse Amendments of 1977, the Medicare and Medicaid Patient and Program Protection Act of 1987, HIPAA and the Patient Protection and Affordable Care Act of 2010.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

“HIPAA Compliance Date” has the meaning set forth in Section 5.28.

“HIPAA Compliance Plan” has the meaning set forth in Section 5.28.

“Immaterial Subsidiary” means (a) each Subsidiary identified as an Immaterial Subsidiary on the Closing Date on Schedule 5.13, and (b) thereafter, each Subsidiary of the Lead Borrower identified as an “Immaterial Subsidiary” pursuant to a certificate executed and delivered by a Responsible Officer of the Lead Borrower to the Administrative Agent within sixty (60) days of the delivery of annual financial statements pursuant to Section 6.01(a) (certifying as to each of the items set forth in the following proviso); provided, that, (i) a Subsidiary shall not be an Immaterial Subsidiary if the book value of its assets (net of assets arising from intercompany transactions that would be eliminated on a Consolidated balance sheet of the Lead Borrower) exceed one percent (1%) of the Total Assets of the Lead Borrower and its Restricted Subsidiaries on a Consolidated basis and (ii) the aggregate book value of the assets of all Immaterial Subsidiaries (net of assets arising from intercompany transactions that would be eliminated on a Consolidated balance sheet of the Lead Borrower) shall not exceed five percent (5%) of the Total Assets of the Lead Borrower and its Restricted Subsidiaries on a Consolidated basis, in each case as determined for the most recently completed Fiscal Quarter for which the Lead Borrower has provided financial statements pursuant to Section 6.01; provided, that, that ▇▇▇▇▇ Foods, LLC shall not constitute an Immaterial Subsidiary.

“Increase Effective Date” has the meaning set forth in Section 2.15(e).

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

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

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

(c)                    the Swap Termination Value under any Swap Contract;

(d)                   all obligations of such Person to pay the deferred purchase price of property or services which are due six (6) months or more from the date after such property is acquired or such services are completed, and including, without limitation, customary indemnification, adjustment of purchase price or similar obligations, earn-outs or other similar obligations (but excluding trade accounts payable incurred in the ordinary course of business on normal trade terms and not overdue by more than ninety (90) days unless such trade payables or other obligations are being contested or disputed by a Borrower in good faith);

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(e)                    Indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)                     all Attributable Indebtedness of such Person;

(g)                    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person (including, without limitation, Disqualified Stock), or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(h)                   all obligations under, or the net investments outstanding pursuant to, any receivables financing (including any Permitted Securitization Facility); and

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

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date; provided, that, (i) as to Swap Contracts relating to fuel entered into by the Lead Borrower in the ordinary course of business consistent with its current practices, the Swap Termination Value may be determined at the end of the most recently ended Fiscal Period for purposes of this Agreement and (ii) as to Swap Contracts other than such Swap Contracts with respect to fuel, the Swap Termination Value may be determined at the end of the most recently ended Fiscal Period for purposes of this Agreement until Administrative Agent may notify the Lead Borrower otherwise.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” has the meaning set forth in Section 10.04(b).

“Information” has the meaning set forth in Section 10.07.

“Initial Lead Arrangers” means ▇▇▇▇▇ Fargo, U.S. Bank, National Association, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Barclays Bank PLC, and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as joint lead arrangers and joint bookrunners.

“Insurance Captive” means each of (a) ▇▇▇▇▇▇▇▇ Insurance Co. Ltd, a Bermuda corporation, (b) Market Company, Ltd., a Bermuda corporation and (c) such other Subsidiaries of the Lead Borrower formed or acquired after the date hereof that perform similar insurance functions, in each case to the extent organized and maintained as a captive insurance Subsidiary of the Lead Borrower, provided, that, as to such other Subsidiaries, the Lead Borrower shall notify Administrative Agent of the formation or acquisition of such Subsidiary, certify to Administrative Agent, in form and substance satisfactory to Administrative Agent, that its function is to provide insurance and Administrative Agent shall have received such information with respect thereto as it requests.

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“Intellectual Property” means all present and future: (a) trade secrets, know-how and other proprietary information; (b) trademarks, trademark applications, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; (c) copyrights and copyright applications (including copyrights for computer programs) and all tangible and intangible property embodying the copyrights, unpatented inventions (whether or not patentable); (d) patents and patent applications; (e) industrial design applications and registered industrial designs; (f) license agreements related to any of the foregoing and income therefrom; (g) books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; (h) all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.

“Intellectual Property Security Agreements” mean, collectively, each (a) Grant of Security Interest in Trademarks, (b) Grant of Security Interest in Patents, and (c) Grant of Security Interest in Copyrights, each dated as of the Closing Date, between a Loan Party and the Administrative Agent, granting a Lien in Intellectual Property and certain other assets of the Loan Parties.

“Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, that, if any Interest Period for a LIBO Rate Loan exceeds three months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment dates, and (b) as to any Base Rate Loan (including a Swing Line Loan), the first calendar day after the end of each calendar quarter and the Maturity Date.

“Interest Period” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or converted to or continued as a LIBO Rate Loan and ending on the date one, two, three, or six months thereafter, as selected by the Lead Borrower in its Committed Loan Notice (or the date nine or twelve months thereafter if requested by the Lead Borrower and consented to by all of the Lenders); provided, that:

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

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

(c)                    no Interest Period shall extend beyond the Maturity Date; and

(d)                   notwithstanding the provisions of clause (c), no Interest Period shall have a duration of less than one (1) month, and if any Interest Period applicable to a LIBO Borrowing would be for a shorter period, such Interest Period shall not be available hereunder.

For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

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“Internal Control Event” means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Lead Borrower’s and/or its Subsidiaries’ internal controls over financial reporting, in each case as described in the Securities Laws.

“Inventory” has the meaning set forth in the UCC as in effect on the date hereof.

“Inventory Reserves” means such reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the market value of the Eligible Inventory to the extent not addressed in the calculation of the Net Recovery Percentage of such Inventory.  Without limiting the generality of the foregoing, Inventory Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) reserves based on: (a) obsolescence; (b) seasonality; (c) Shrink; (d) imbalance; (e) change in Inventory character; (f) change in Inventory composition; (g) change in Inventory mix; (h) markdowns (both permanent and point of sale); (i) out-of-date and/or expired Inventory and (j) intercompany profit.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, (c) any Acquisition, or (d) any other investment of money or capital in order to obtain a profitable return.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Grade Account Debtor” means an Account Debtor that, at the time of determination, has a corporate credit rating and/or family rating, as applicable, of BBB- or higher by S&P or Baa3 or higher by ▇▇▇▇▇’▇.

“Investors” means each of (a) Cerberus, (b) Cerberus Institutional Partners V, L.P., (c) Kimco Realty Services, Inc., (d) Jubilee Limited Partnership, (e) Sei, Inc., (f) Jubilee Symphony ABS LLC, (g)  ▇▇▇▇▇▇-▇▇▇▇▇ Real Estate Fund VI, L.P., (h) ▇▇▇▇▇▇-▇▇▇▇▇ Real Estate Fund VI-A, L.P., (i) ▇▇▇▇▇▇-▇▇▇▇▇ Real Estate Fund VI-B, L.P., (j) ALBA VI, LLC, (k) A2B2 VI-A, LLC, (l) ALB-2VI-B, LLC, (m) ▇▇▇▇▇ Realty, LP. and (n) A-S ▇▇▇▇▇ Equity, LLC, and any of their Affiliates.

“IRS” means the United States Internal Revenue Service.

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

“Issuer Documents” means with respect to any Letter of Credit, the Letter Credit Application, the Letter of Credit Agreement, and any other document, agreement and instrument entered into by a Borrower with or in favor of the applicable LC Issuer and relating to any such Letter of Credit.

“Joinder Agreement” means an agreement, in form reasonably satisfactory to the Administrative Agent pursuant to which, among other things, a Person becomes a party to, and bound by the terms of, this Agreement and/or the other Loan Documents in the same capacity and to the same extent as either a Borrower or a Guarantor, as the Administrative Agent may determine.

“Laws” means each international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the

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interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license, authorization and permit of, and agreement with, any Governmental Authority.

“LC Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“LC Disbursement” means a payment made by an LC Issuer pursuant to a drawing on a Letter of Credit.

“LC Issuer” means (a) ▇▇▇▇▇ Fargo, U.S. Bank, National Association, and PNC Bank, National Association each in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder (which successor may only be a Lender selected by Administrative Agent in its discretion and shall be subject to the approval of the Lead Borrower (not to be unreasonably withheld or delayed) so long as no Default or Event of Default exists or has occurred and is continuing), and (b) any other Lender acceptable to Lead Borrower and approved by the Administrative Agent.  An LC Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the LC Issuer and/or for such Affiliate to act as an advising, transferring, confirming and/or nominated bank in connection with the issuance or administration of any such Letter of Credit, in which case the term “LC Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.  The agreement of a Lender to be an LC Issuer shall be required.

“LC Obligations” means, as at any date of determination, the aggregate undrawn amount available to be drawn under all outstanding Letters of Credit.  For purposes of computing the amounts available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of any rule under the ISP or any article of UCP 600, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lead Arrangers” means, collectively, ▇▇▇▇▇ Fargo, U.S. Bank, National Association, ▇▇▇▇▇▇▇ Sachs Bank USA, Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Barclays Bank PLC, Rabobank Nederland, New York Branch, and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Joint Lead Arrangers and Joint Bookrunners.

“Lead Borrower” has the meaning set forth in the introductory paragraph hereto.

“Lease” means any agreement, whether written or oral, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use or occupancy of any space in a structure, land, improvements or premises for any period of time.

“Lender” has the meaning set forth in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

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

“Letter of Credit” means (a) each Standby Letter of Credit, and (b) each Commercial Letter of Credit issued hereunder.  The Existing Letters of Credit shall constitute Letters of Credit.

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“Letter of Credit Agreement” means a Standby Letter of Credit Agreement or a Commercial Letter of Credit Agreement, as applicable.

“Letter of Credit Application” means an application for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable LC Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Exposure” means, with respect to any Lender, at any time, the sum of (a) the principal amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the LC Issuers pursuant to Section 2.03(c) at such time and (b) such Lender’s Applicable Percentage of the outstanding Letters of Credit at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the LC Issuers pursuant to Section 2.03(c).

“Letter of Credit Fee” has the meaning set forth in Section 2.03(i).

“Letter of Credit Sublimit” means an amount equal to $400,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.  Subject to Section 2.06(b), a permanent reduction of the Aggregate Commitments shall not require a corresponding reduction in the Letter of Credit Sublimit.

“LIBO Borrowing” means a Borrowing comprised of LIBO Rate Loans.

“LIBO Rate” means for any Interest Period with respect to a LIBO Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBO Rate Loan being made, continued or converted by ▇▇▇▇▇ Fargo and with a term equivalent to such Interest Period would be offered to ▇▇▇▇▇ Fargo by major banks in the London interbank eurodollar market in which ▇▇▇▇▇ Fargo participates at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“LIBO Rate Loan” means a Committed Loan that bears interest at a rate based on the Adjusted LIBO Rate.

“Lien” means (a) any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, any lease or other agreement constituting or giving rise to a Capital Lease Obligation, Synthetic Lease Obligation, or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

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“Liquidation” means the exercise by the Administrative Agent of those rights and remedies accorded to Administrative Agent under the Loan Documents and applicable Law as a creditor of the Loan Parties with respect to the realization on the Collateral, including (after the occurrence and during the continuation of an Event of Default) the conduct by the Loan Parties acting with the consent of the Administrative Agent, of any public, private or “going out of business”, “store closing”, or other similarly themed sale or other disposition of the Collateral for the purpose of liquidating the Collateral.  Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement.

“Loan” means an extension of credit by or on behalf of a Lender to a Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

“Loan Account” has the meaning set forth in Section 2.11(a).

“Loan Cap” means, at any time of determination, the lesser of (a) the Aggregate Commitments or (b) the Borrowing Base.

“Loan Documents” means this Agreement, each Note, each Issuer Document, the Fee Letter, all Borrowing Base Certificates, the Credit Card Notifications, the Security Documents, the Facility Guaranty, the Term Loan Intercreditor Agreement, and any other instrument or agreement now or hereafter executed and delivered in connection herewith, or in connection with any transaction arising out of any Cash Management Services, Bank Products or Commercial LC Facility; provided, that, for purposes of the definition of “Material Adverse Effect” and Article VII, “Loan Documents” shall not include agreements relating to Cash Management Services, Bank Products or a Commercial LC Facility.

“Loan Parties” means, collectively, the Borrowers and the Guarantors.

“Master Concentration Account” means the deposit account of Lead Borrower in which funds of any Loan Party from one or more Blocked Accounts are from time to time deposited. As of the date hereof, the Master Concentration Accounts are the deposit accounts identified as Master Concentration Accounts on Schedule 5.21(a).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, or condition (financial or otherwise) of the Loan Parties taken as a whole; (b) a material impairment of the ability of the Loan Parties to perform their obligations under the Loan Documents; or (c) a material impairment of the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents or a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties of the Loan Documents.  In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events described in the applicable provision since the applicable date would result in a Material Adverse Effect.

“Material Contract” means, with respect to any Loan Party, each contract or agreement to which such Loan Party is a party or which is binding upon it or its property that is deemed to be a material contract or material definitive agreement under any Securities Law applicable to such Loan Party or its Subsidiaries, including, without limitation, the types of contracts specified in item 601(b)(10)(ii) of Regulation S-K, and in the event that at any time hereafter the Lead Borrower shall cease to be required to comply with the Securities Laws, then the same definitions shall continue to apply for purposes of this Agreement and the other Loan Documents.

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“Material Indebtedness” means the Indebtedness evidenced by or arising under the Existing Debt Documents, and any other Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount exceeding $50,000,000.  For purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any Swap Contract at such time shall be calculated at the Swap Termination Value thereof, (b) undrawn committed or available amounts shall be included, and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included.

“Material Real Estate Asset” means Real Estate owned by or ground leased to a Loan Party if the property, plant and equipment located at such Real Estate has a book value on Lead Borrower’s financial statements in excess of $1,000,000 as of the Closing Date.

“Material Related Collateral Location” means any owned or leased Real Estate other than a Material Real Estate Asset if the book value of the property, plant and equipment located at such Real Estate on the Borrower’s financial statements exceeds $150,000 as of the Closing Date.

“Maturity Date” means March 21, 2018, or such earlier date as provided in Section 2.07.

“Maturity Projection Period” has the meaning set forth in Section 2.07(c).

“Maximum Rate” has the meaning set forth in Section 10.09.

“Measurement Period” means, at any date of determination, the most recently completed thirteen (13) consecutive Fiscal Periods of Lead Borrower and its Subsidiaries.

“Medicaid” means the health care financial assistance program jointly financed and administered by the Federal and State governments under Title XIX of the Social Security Act.

“Medicare” means the health care financial assistance program under Title XVIII of the Social Security Act.

“MMMF” has the meaning set forth in the Escrow Agreement as in effect on the date hereof.

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto.

“Mortgages” means any mortgage, deed of trust or leasehold mortgage encumbering any Real Estate, given by the Loan Party owning or leasing such Real Estate in favor of the Administrative Agent, substantially in the form of Exhibit J hereto or such other form reasonably satisfactory to the Administrative Agent, together with such schedules and including such provisions as shall be necessary to conform such document to applicable Laws or as shall be customary under applicable Laws.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Lead Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“NAI” has the meaning set forth in the Recitals.

“NAI Indenture” means the Indenture, dated as of May 1, 1992, between NAI and U.S. Bank National Association, as amended, supplemented or otherwise modified as of the Closing Date.

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“NAI LCs” means the Letters of Credit listed on Schedule 1.01(b) hereto as supporting obligations of NAI or any of its Subsidiaries.

“NAI Notes” means the notes (including NAI’s 7.25% Notes due 2013, 7.45% Debentures due 2029, 7.75% Debentures due 2026, 8.70% Debentures due 2030, 8.00% Debentures due 2031 and 6.34-7.15% Medium Term Notes due 2013-2028) issued by NAI pursuant to the NAI Indenture.

“NAI Parties” has the meaning set forth in the Recitals.

“NAI Sale” means the purchase by Buyer of all of the issued and outstanding Equity Interests of NAI from Lead Borrower (together with the subsequent transfer pursuant to Section 1.5 of the Acquisition Agreement by the Borrower to NAI of (x) the equity interests in US Satellite Corporation, Inc., and (y) the FCC-issued licenses and permits set forth in Section 5.23 of the Seller Disclosure Letter to the Acquisition Agreement as in effect on the date hereof, in each case as to such equity interests and licenses and permits retained by the Lead Borrower solely for the purpose of obtaining necessary regulatory consents), in consideration of, among other things, not less than $100,000,000 in cash, as adjusted in accordance with the Acquisition Agreement, and in connection with which (a) Buyer will acquire NAI subject to certain existing direct and indirect liabilities, including those arising under (i) the NAI Notes, (ii) the ASC Notes, (iii) certain Capital Leases, and (iv) all workers’ compensation claims relating to the store brands operated by NAI and its subsidiaries, including the NAI Workers’ Compensation Liabilities, (b) the Lead Borrower and its Subsidiaries shall have their liability eliminated, limited or indemnified in connection with (i) such worker’s compensation claims (and such obligations to provide any form of security) and (ii) the ASC Notes, in each case as to matters under clause (i) and (ii) in a manner reasonably satisfactory to the Lead Arrangers, and (c) Buyer and the Lead Borrower will enter into transition services agreements and a cross-license agreement as contemplated by the Acquisition Agreement.

“NAI Sale Documents” means the Acquisition Agreement and all other documents related thereto and executed in connection therewith.

“NAI Stock Purchase” has the meaning set forth in the Recitals.

“NAI Workers’ Compensation Liabilities” means all workers’ compensation claims (and including any obligations to provide any form of security for the benefit of the California Office of Self Insured Funds, the California Department of Industrial Relations or the California Self-Insured Security Fund or similar entities) relating to banners operated by NAI and its Subsidiaries.

“Net Proceeds” means

(a)                   with respect to any Disposition by any Loan Party, or any Extraordinary Receipt received or paid to the account of any Loan Party, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset by a Lien permitted hereunder which is senior to the Administrative Agent’s Lien on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such transaction, (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party in connection with such transaction (including, without limitation, appraisals, and brokerage, legal, title and recording or transfer tax expenses and commissions) paid by any Loan Party to third parties (other than Affiliates)), (C) taxes paid (directly or indirectly) to any taxing authorities by such Loan Party, as the case may be, in connection with, or directly attributable to, such

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Disposition at the time thereof or not later than the end of the tax year immediately following the year during which the Disposition occurs; provided, that, (1) as to any amounts that are deducted from the proceeds of any Disposition based on taxes that are not required to be paid at the time of such Disposition, if such amount is greater than $50,000, Administrative Agent shall have received a certificate from a  Responsible Officer of Lead Borrower as to the calculation of the amount of the deduction based on such taxes and the basis for the calculation, in reasonable detail and otherwise in form and substance reasonably satisfactory to Administrative Agent and (2) in the event that the amount of the taxes paid by such Loan Party or such Subsidiary in the immediately following tax year after such sale are less, or are less in respect of taxes as a result of such sale, than the amount that was deducted from such proceeds, then Borrowers shall pay to Administrative Agent on the date that the applicable taxes are or would have been due under applicable tax law, the amount by which the reduction in the proceeds from the Disposition for such taxes as set forth in the certificate from a Responsible Officer referred to above exceeds the amount of such taxes paid as so determined and (D) a reasonable reserve for indemnification payments or purchase price adjustments payable by such Loan Party or such Subsidiary, as the case may be, to the purchaser thereof under the terms of the sale arrangements up to an amount equal to twenty percent (20%) of the gross cash purchase price receivable by such Loan Party or such Subsidiary, as the case may be, at the time of the transfer of ownership of the assets subject to such Disposition; provided, that, upon the release or termination of such reserve, other than to the extent of the payment of such indemnification payments or purchase price adjustments, the amount of such reserve shall be deemed to constitute Net Proceeds; and

(b)                   with respect to the sale or issuance of any Equity Interest by any Loan Party, or the incurrence or issuance of any Indebtedness by any Loan Party, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the sum of (A) underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party in connection therewith and (B) any portion thereof used to pay any Indebtedness of a Loan Party being refinanced therewith to the extent permitted hereunder.

“Net Recovery Percentage” means the fraction, expressed as a percentage (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the applicable category of Eligible Inventory at such time on a “going out of business sale” basis for such Inventory, as set forth in the most recent acceptable inventory appraisal received by the Administrative Agent in accordance with the requirements of this Agreement, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets and (b) the denominator of which is the Book Value of the aggregate amount of the Eligible Inventory subject to such appraisal.

“Non-Consenting Lender” has the meaning set forth in Section 10.01.

“Non-Defaulting Lender” means and includes each Lender other than a Defaulting Lender.

“Non-Extension Notice Date” has the meaning set forth in Section 2.03(b)(iii).

“Note” means (a) a promissory note made by the Borrowers in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C-1, and (b) the Swing Line Note.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, indemnities, and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor),

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whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees, costs, expenses and indemnities are allowed or allowable claims in such proceeding, (b) any Bank Product Obligations and (c) any Commercial LC Facility Obligations.

“Occurrence Update Schedule” means each of Schedule 5.01 (Loan Parties Organizational Information), 5.06 (Litigation), 5.09 (Environmental Matters),  5.10 (for primary casualty insurance policies that cover Collateral),  5.13 (Subsidiaries; Other Equity Investments), 5.17 (Intellectual Property Matters), 5.21(b) (Credit Card Agreements), 7.02 (for Investments greater than $50,000,000) (Existing Investments), 7.03 (for Indebtedness greater than $50,000,000) (Existing Indebtedness).

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity, and (d) in each case, all shareholder or other equity holder agreements, voting trusts and similar arrangements to which such Person is a party.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any LC Obligations on any date, the amount of such LC Obligations on such date after giving effect to any LC Credit Extension occurring on such date and any other changes in the aggregate amount of the LC Obligations as of such date.

“Overadvance” means a Credit Extension to the extent that, immediately after its having been made, Excess Availability is less than zero.

“PACA” means the Perishable Agricultural Commodities Act, 1930, as amended, 7 U.S.C. Section 499a et. seq., as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

“Participant” has the meaning set forth in Section 10.06(d).

“Participant Register” has the meaning set forth in Section 10.06(d).

“Patriot Act” has the meaning set forth in Section 5.31.

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“Payment Conditions” means, at the time of determination with respect to any specified transaction or payment, that (a) as of the date of any transaction or payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (b) as of the date of any such transaction or payment, and after giving effect thereto, on a pro forma basis using the Borrowing Base as of the date of the most recent calculation thereof immediately prior to any such transaction or payment, Excess Availability shall be not less than twenty-two and one-half percent (22.5%) of the Aggregate Commitments, (c) Administrative Agent shall have received from Lead Borrower projections reasonably satisfactory to the Administrative Agent demonstrating that Excess Availability at all times during the six (6) consecutive Fiscal Periods immediately after any such transaction or payment shall be not less than twenty-two and one-half percent (22.5%) of the Aggregate Commitments, and (d) as of the date of any such transaction or payment, and after giving effect thereto, on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio for the immediately preceding thirteen (13) consecutive Fiscal Periods ending on the last day of the Fiscal Period prior to the date of such transaction or payment for which Administrative Agent has received financial statements shall be at least 1.00 to 1.00; provided, that, in the event that Excess Availability as determined in accordance with clause (b) and Excess Availability as set forth in the projections for clause (c) above is greater than thirty-five percent (35%) of the Aggregate Commitments, then the condition in this clause (d) shall not be applicable.

“PBGC” means the Pension Benefit Guaranty Corporation.

“PBGC Agreement” means the term sheet by and among Buyer, the Lead Borrower and the PBGC, dated January 9, 2013, as received by the Administrative Agent on or about January 10, 2013and any subsequent agreement entered into pursuant thereto that is consistent with the terms thereof.

“PCAOB” means the Public Company Accounting Oversight Board.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Lead Borrower or any ERISA Affiliate or to which Lead Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding six plan years.

“Periodic Update Schedules” shall mean each of Schedules 5.13 (Immaterial Subsidiaries), 1.01(d)  (Unrestricted Subsidiaries), 5.08(b)(1) (Owned Real Estate), 5.08(b)(2) (Leased Real Estate), 5.10 (for policies other than primary casualty policies that cover Collateral),  5.21(a) (Demand Deposit Accounts), 7.01 (Existing Liens), 7.02 (for Investments greater than  $25,000,000 and less than $50,000,000), (Existing Investments), 7.03 (for Indebtedness greater than  $25,000,000 and less than $50,000,000) (Existing Indebtedness) and 7.09 (Transactions with Affiliates).

“Perishable Inventory” means inventory consisting of meat (including prepackaged meat), dairy, cheese, seafood, produce, prepared meals, delicatessen, non-artificial floral products and bakery goods and other similar categories of Inventory which have a short shelf life as set forth in the most recent acceptable appraisal of Inventory received by Administrative Agent.

“Permitted Acquisition” means an Acquisition in which all of the following conditions are satisfied:

(a)                   such Acquisition shall have been approved by the board of directors of the Person (or similar governing body if such Person is not a corporation) which is the subject of such Acquisition and

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such Person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law;

(b)                   in the case of any Acquisition involving consideration in an amount greater than $30,000,000, the Lead Borrower shall have furnished the Administrative Agent with thirty (30) days’ prior written notice of such intended Acquisition (and in the case of any Acquisition involving consideration less than such amount, notice shall be delivered at the same time as the next Borrowing Base Certificate) and shall have furnished the Administrative Agent with such other information as the Administrative Agent may reasonably require, all of which shall be reasonably satisfactory to the Administrative Agent;

(c)                    the Acquisition shall be with respect to an operating company or division or line of business that engages in a line of business substantially similar, reasonably related or incidental to the business that Borrowers are engaged in; and

(d)                   as of the date of such Acquisition, each of the Payment Conditions shall be satisfied.

“Permitted Discretion” shall mean as used in this Agreement with reference to Administrative Agent a determination made in good faith in the exercise of its reasonable business judgment based on how an asset-based lender with similar rights providing a credit facility of the type set forth herein would act in similar circumstances at the time with the information then available to it.

“Permitted Disposition” means any of the following:

(a)                   Dispositions of Inventory in the ordinary course of business (which for this purpose does not include any Disposition in connection with a Store closing or sale of a Store location);

(b)                   bulk sales of the Inventory of a Loan Party not in the ordinary course of business in connection with Store closings or the conversion of a Store to a licensee or joint venture operated store, at arm’s length, provided, that, (i) the number of such Store closings or conversions and related sales of Inventory, minus the number of new Store locations opened during the same period, shall not exceed in any Fiscal Year of the Lead Borrower and its Subsidiaries, seven and one-half percent (7.5%) of the number of the Loan Parties’ Stores as of the beginning of such Fiscal Year and shall not exceed, in the aggregate from and after the Closing Date, fifteen percent (15%) of the number of the Loan Parties’ Stores in existence as of the Closing Date), (ii) in connection with each of such sales and Store closings, Administrative Agent shall have received an updated Borrowing Base Certificate that gives effect to such Store closings and sales of Inventory, and (iii) all Net Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.05 hereof,

(c)                    non-exclusive licenses or sublicenses of Intellectual Property of a Loan Party or any of its Restricted Subsidiaries in the ordinary course of business or in connection with a Permitted Disposition;

(d)                   licenses for the conduct of licensed departments within the Loan Parties’ Stores in the ordinary course of business;

(e)                    Dispositions of Equipment in the ordinary course of business that is substantially worn, damaged, obsolete or, in the reasonable, good faith judgment of a Loan Party, no longer useful or necessary in its business or that of any Subsidiary;

(f)                     Dispositions among the Loan Parties or by any Restricted Subsidiary to a Loan Party;

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(g)                    Dispositions by any Excluded Subsidiary;

(h)                   sales of Real Estate of any Loan Party pursuant to any arrangement, directly or indirectly, with any person whereby it shall sell or transfer such property and thereafter lease back such property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale-Leaseback Transaction”); provided, that, (i) the consideration paid to such Loan Party in connection therewith shall be paid contemporaneously with consummation of the transaction,  and shall be in an amount not less than the fair market value of the property disposed of, (ii) at any time a Cash Dominion Event exists, subject to the terms of the Term Loan Intercreditor Agreement, the proceeds of such sale are applied to the Obligations in accordance with Section 2.05(e), (iii) as of the date of any such sale, and in each case after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (iv) other than in connection with any Store location, the Administrative Agent shall have received from each such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;

(i)                       Dispositions by any Loan Party of Intellectual Property; provided, that, except in connection with a Permitted Disposition permitted under clause (m) below, (i) such Intellectual Property is no longer used or useful in the business of any Loan Party or any of their Affiliates or Subsidiaries, and (ii) such Intellectual Property is not otherwise material to the business of any Loan Party or any of their Affiliates or Subsidiaries in any respect;

(j)                      sales of Prescription Files in the ordinary course of business other than in connection with the sale of a Store location where such Prescription Files are maintained or in connection with the sale of other assets (and in any such case, clause (m) below shall be applicable); provided, that, as to any such sale each of the following conditions is satisfied: (i) the aggregate amount of all Prescription Files disposed of pursuant to this clause (j) in any one Fiscal Year multiplied by the appraised value thereof  (determined per Prescription File based on the most recent acceptable appraisal received by Administrative Agent) shall not exceed $12,500,000, (ii) as of the date of any such sale and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (iii) without limiting any rights of Administrative Agent, in the case of any such sale involving Prescription Files with an aggregate appraised value of greater than $2,500,000, or after such sales in any Fiscal Year which in the aggregate involve Prescription Files with an aggregate appraised value of greater than $5,000,000, Administrative Agent shall have received an updated Borrowing Base Certificate that gives effect to such sale of Prescription Files, (iv) all Net Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.05 hereof, which Net Proceeds as to any Eligible Prescription Files shall be not less than the amount of the Pharmacy Scripts Availability provided with respect to any such Eligible Prescription Files so disposed of (without giving effect to the advance rate with respect thereto), and (v) Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments related to any such sale;

(k)                   the NAI Sale;

(l)                       the issuance and sale by any Loan Party or Restricted Subsidiary of Equity Interests of such Loan Party or Restricted Subsidiary after the date hereof; provided, that, (i) such Loan Party or Restricted Subsidiary shall not be required to pay any cash dividends or repurchase or redeem such Equity Interests or make any other payments in respect thereof, except as otherwise permitted in Section 7.06, (B) at any time during a Cash Dominion Period, all of the Net Proceeds of the sale and issuance of such Equity Interests shall be applied to the Obligations if then required in accordance with Section 2.05 hereof and (C) as of the date of such issuance and sale and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing (including as a result of any Change of Control);

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(m)               Dispositions of assets of Loan Parties not otherwise permitted pursuant to the provisions set forth in this definition, provided, that, as to any such Disposition, each of the following conditions is satisfied:

(i)                       the aggregate net book value of all of the assets subject to all Dispositions by the Lead Borrower and its Restricted Subsidiaries on and after the Closing Date pursuant to this clause (m) do not exceed ten percent (10%) of Total Assets (measured as of the Closing Date after giving effect to the Transactions), as of the date of such Disposition, and after giving effect thereto,

(ii)                    the aggregate net book value of all of the assets of ▇▇▇▇▇ Foods, LLC and its Subsidiaries subject to all Dispositions on and after the Closing Date pursuant to this clause (m) do not exceed thirty percent (30%) of the total assets of ▇▇▇▇▇ Foods, LLC and its Subsidiaries (measured as of the Closing Date after giving effect to the Transactions), as of the date of such Disposition, and after giving effect thereto; provided, that, (A) an additional twenty percent (20%) of the aggregate net book value of all of the assets of ▇▇▇▇▇ Foods, LLC and its Subsidiaries (measured as of the Closing Date after giving effect to the Transactions) may be sold pursuant to this clause (m) to the extent such additional Dispositions are in connection with the conversion of Stores to licensee operated stores and (B) promptly after such Dispositions exceed thirty percent (30%) of the total assets as provided above Administrative Agent shall have received an updated appraisal of the Inventory at the expense of Borrowers (which will not be considered for purposes of the limitations set forth in Section 6.10(b)),

(iii)                 not less than seventy-five percent (75%) of the total consideration received by the Loan Parties contemporaneously with the consummation of the transaction shall be paid in cash or Cash Equivalents,

(iv)                the consideration paid in connection therewith shall be paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of,

(v)                   such transaction does not involve the Disposition of (A) a minority Equity Interest in any Restricted Subsidiary, (B) any Equity Interests of ▇▇▇▇▇ Foods, LLC, or (C) Accounts of a Borrower,

(vi)                as of the date of such Disposition, and after giving effect thereto, (A) using the most recent calculation of the Borrowing Base prior to the date of any such payment, on a pro forma basis, Excess Availability shall be not less than twenty-two and one-half percent (22.5%) of the Aggregate Commitments and (B) Administrative Agent shall have received an updated Borrowing Base Certificate that gives effect to such Disposition,

(vii)             Administrative Agent shall have received from Lead Borrower projections reasonably satisfactory to Administrative Agent demonstrating that, after giving effect to such Disposition, on a pro forma basis, Excess Availability at the end of each of the thirteen (13) consecutive Fiscal Periods (commencing with the Fiscal Period that begins immediately after such Disposition) shall be not less than twenty-two and one-half percent (22.5%) of the Aggregate Commitments and the Consolidated Fixed Charge Coverage Ratio at the end of each such Fiscal Period (commencing with the Fiscal Period that begins immediately after such Disposition) shall be at least 1.00 to 1.00,

(viii)          to the extent that the total consideration paid or payable to the Loan Parties in respect of any such Disposition is less than $10,000,000, then none of the conditions set forth in clauses (vi) and (vii) shall be required to be satisfied (but in any event the assets subject to any such Dispositions

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shall be considered for purposes of measuring the percentage of Total Assets that have been subject to Dispositions for purposes of clauses (i) and (ii) above),

(ix)                to the extent that clauses (vi) and (vii) above are not applicable, at any time a Cash Dominion Event exists, subject to the terms of the Term Loan Intercreditor Agreement, the Net Proceeds from any such sale or other Disposition, shall be applied to the Obligations (without permanent reduction thereof,

(x)                   as of the date of any such sale or other Disposition, and in each case after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing;

(n)                   Dispositions by any Loan Party constituting a Customer Support Transaction, provided, that, as of the date of any such Disposition and after giving effect thereto, (i) the aggregate amount of the exposure of the Loan Parties under or pursuant to all Customer Support Transactions (including, without duplication, Customer Support Transactions constituting Permitted Indebtedness, Permitted Investments and Permitted Dispositions) shall not exceed $250,000,000, (ii) the aggregate amount of the exposure under any one of the types of transactions described in clauses (a), (b), (c) or (e) of the definition of the term Customer Support Transactions shall not exceed $150,000,000, and (ii) no Default or Event of Default shall exist or have occurred and be continuing;

(o)                   Dispositions pursuant to a Permitted Store Swap Transaction;

(p)                   (i) the lease, sublease, license or sublicense of Real Estate owned or leased out by a Loan Party to another Person (other than in connection with a Customer Support Transaction) in the ordinary course of business and (ii) the lease, sublease, license or sublicense of Real Estate owned or leased out by a Loan Party to another Person (other than in connection with a Customer Support Transaction) in the ordinary course of business so long as such Real Estate is (A) no longer used or useful in the business of any Loan Party or any of their Affiliates or Subsidiaries, and (B) is not otherwise material to the business of any Loan Party or any of their Affiliates or Subsidiaries in any respect;

(q)                   the Disposition of all or substantially all of the Equity Interests of ▇▇▇▇▇ Foods, LLC or its Subsidiaries or of more than the percentage of the total assets of ▇▇▇▇▇ Foods, LLC and its Subsidiaries (measured as of the Closing Date and after giving effect to the Transactions) permitted to be disposed of pursuant to clause (m) of this definition, or to the extent that after giving effect to any Disposition of the assets of ▇▇▇▇▇ Foods, LLC or its Subsidiaries, the aggregate net book value of all of the assets of ▇▇▇▇▇ Foods, LLC and its Subsidiaries subject to Dispositions on and after the Closing Date exceed or would exceed such percentage of the total assets of ▇▇▇▇▇ Foods, LC and its Subsidiaries (measured as of the Closing Date and after giving effect to the Transactions), provided, that, in the case of any of the foregoing, each of the following conditions is satisfied:

(i)                       as of the date of such Disposition and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing,

(ii)                    after giving effect to such Disposition, using the most recent calculation of the Borrowing Base prior to the date of such Disposition, on a pro forma basis, Excess Availability shall be not less than twenty-five percent (25%) of the Aggregate Commitments,

(iii)                 on a pro forma basis after giving effect to such Disposition, the Consolidated Fixed Charge Coverage Ratio for the immediately preceding thirteen (13) consecutive Fiscal Periods ending on the last day of the Fiscal Period prior to the date of such Disposition shall be at least 1.00 to 1.00,

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(iv)                on a pro forma basis after giving effect to such Disposition, the Total Leverage Ratio of the Lead Borrower and its Restricted Subsidiaries for the immediately preceding thirteen (13) consecutive Fiscal Periods ending on the last day of the Fiscal Period prior to the date of such Disposition shall be not more than 4.25 to 1.00,

(v)                   Administrative Agent shall have received from Lead Borrower projections reasonably satisfactory to Administrative Agent demonstrating that, after giving effect to such Disposition, on a pro forma basis, Excess Availability at the end of each of the thirteen (13) consecutive Fiscal Periods (commencing with the Fiscal Period that begins immediately after such Disposition) shall be not less than twenty-five percent (25%) of the Aggregate Commitments and the Consolidated Fixed Charge Coverage Ratio at the end of each of the thirteen (13) consecutive Fiscal Periods (commencing with the Fiscal Period that begins immediately after such Disposition) shall be at least 1.00 to 1.00,

(vi)                Administrative Agent shall have received (A) an updated Borrowing Base Certificate that gives effect to such Disposition, and (B) a certificate in form and substance reasonably satisfactory to Administrative Agent setting forth the calculation of the Consolidated Fixed Charge Coverage Ratio and the Total Leverage Ratio in accordance with the requirements of the provisions above from a Responsible Officer of Lead Borrower setting forth in reasonable detail the basis for such calculations,

(vii)             Administrative Agent shall have received an updated appraisal of the Inventory at the expense of Borrowers (conducted without regard to the assets to be subject to such Disposition and which will not be considered for purposes of the limitations set forth in Section 6.10(b)),

(viii)          not less than seventy-five percent (75%) of the total consideration received by the Loan Parties contemporaneously with the consummation of the Disposition shall be paid in cash or Cash Equivalents, and

(ix)                the consideration paid in connection therewith shall be paid contemporaneously with the consummation of such Disposition and shall be in an amount not less than the fair market value of the property disposed of; and

(r)                      Dispositions of Securitization Assets pursuant to a Permitted Securitization Facility.

“Permitted Encumbrances” means:

(a)                   Liens imposed by law for taxes that are not yet delinquent (and remain payable without penalty) or are being contested in compliance with Section 6.04, provided, that, adequate reserves with respect thereto are maintained on the books of the applicable Loan Party, to the extent required by GAAP;

(b)                   carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s and other like Liens imposed by applicable Law, arising in the ordinary course of business and securing obligations that are not delinquent (and remain payable without penalty) or are being contested in compliance with Section 6.04;

(c)                    pledges and deposits of cash made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, other than any Lien imposed by ERISA;

(d)                   deposits of cash to secure the performance of bids, trade and government contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and

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other obligations of a like nature incurred in the ordinary course of business (including to secure liability to insurance carriers);

(e)                    Liens in respect of judgments that would not constitute an Event of Default hereunder;

(f)                     (i) easements, covenants, conditions, restrictions, building code laws, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business and such other minor title defects or survey matters that are disclosed by current surveys (or would have been disclosed by current surveys if the same were obtained), provided, that, in each case, the same does not (A) secure any monetary obligations, (B) to the extent that the affected property is a Real Estate Collateral Property, materially detract from the value of the affected property, (C) materially detract from the value of the affected property as a going concern in connection with a Loan Party’s business, or (D) materially interfere with the ordinary conduct of business of a Loan Party and (ii) Liens and encumbrances against or upon any property as shown on (A) Schedule B of the title insurance policies insuring the Mortgages, as are reasonably acceptable to the Administrative Agent, or (B) surveys of the Real Estate subject to the Mortgages, as are reasonably acceptable to the Administrative Agent;

(g)                    interests or title of lessors, sublessors, licensors or sublicensors under any lease or license otherwise permitted pursuant to this Agreement (other than in respect of any ABL Priority Collateral);

(h)                   Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided, that, (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder);

(i)                       Liens on fixed or capital assets acquired or constructed by any Loan Party which secure Indebtedness permitted under clause (c) or (f) of the definition of Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior to or within one hundred eighty (180) days after such acquisition or construction, (ii) the principal amount of the Indebtedness secured thereby does not exceed the cost of acquisition and construction of such fixed or capital assets (including any shipping and installation costs, if applicable) and (iii) such Liens shall not extend to any other property or assets of the Loan Parties other than Proceeds of such secured property or assets;

(j)                      Liens in favor of the Administrative Agent;

(k)                   possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and Permitted Investments, provided, that, such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;

(l)                       Liens relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries in the ordinary course of business only to secure customary fees and charges related to the maintenance and operation of accounts maintained with such depository institution or securities intermediaries;

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(m)               Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Loan Documents, the consignment of goods to a Loan Party;

(n)                   Liens on property (other than ABL Priority Collateral) in existence at the time such property is acquired pursuant to a Permitted Acquisition or on such property of a Subsidiary of a Loan Party in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition; provided, that, such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition and do not attach to any other assets of any Loan Party or any Subsidiary;

(o)                   Liens or rights of setoff against credit balances of Borrowers with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrowers in the ordinary course of business, but not Liens on or rights of setoff against any other property or assets of Borrowers, pursuant to the Credit Card Agreements to secure the obligations of Borrowers to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks;

(p)                   Liens on inventory in favor of customs and revenues authorities imposed by applicable Law arising in the ordinary course of business in connection with the importation of goods and securing obligations not secured by deposits permitted pursuant to paragraph (d) above, (i) that are being contested in good faith by appropriate proceedings, (ii) as to which the applicable Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) which contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;

(q)                   security interests in Securitization Assets to secure Indebtedness arising under a Permitted Securitization Facility (including any related filings of financing statements) but only to the extent that any such security interest relates to the applicable Securitization Assets actually sold or otherwise financed pursuant to such transaction and provided that such security interests shall be released and terminated as to any Securitization Assets upon the repurchase or reconveyance of such assets to a Loan Party;

(r)                      Liens in favor of the Term Loan Agent in and on the assets and properties of the Loan Parties constituting Collateral to secure the Indebtedness permitted under clause (i) of the definition of Permitted Indebtedness; provided, that, such Liens are at all times subject to the terms of the Term Loan Intercreditor Agreement;

(s)                     Leases and licenses constituting Permitted Dispositions;

(t)                      Liens to secure Refinancing Indebtedness to the extent such Liens are permitted under the definition of the term “Refinancing Indebtedness”; and

(u)                   other Liens on assets (other than ABL Priority Collateral and Term Loan Priority Collateral) to secure obligations permitted hereunder that do not exceed $30,000,000 at any time outstanding.

“Permitted Indebtedness” means each of the following so long as no Default or Event of Default exists or would arise from the incurrence thereof:

(a)                   Indebtedness outstanding on the date hereof and listed on Schedule 7.03;

(b)                   (i) Indebtedness of any Loan Party or a Restricted Subsidiary to any other Loan Party or (ii) Indebtedness or other obligations of any Loan Party to any Restricted Subsidiary that is not a Loan

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Party arising in the ordinary course of their respective businesses pursuant to the cash concentration and disbursement practices of the Lead Borrower and its Subsidiaries as conducted on the date hereof, provided, that, as to such Indebtedness or other obligations of a Loan Party to a Restricted Subsidiary that it not a Loan Party, (A) such Indebtedness is unsecured and will be subordinated in right of payment to the payment in full of the Obligations on terms and conditions reasonably satisfactory to Administrative Agent pursuant to a subordination agreement to be delivered to Administrative Agent in accordance with Schedule 6.21, (B) repayments of such Indebtedness or other obligations shall be permitted in the ordinary course of their businesses consistent with and pursuant to the cash concentration and disbursement practices of the Lead Borrower and its Subsidiaries as conducted on the date hereof, so long as no Specified Event of Default exists or has occurred and so long as no Event of Default under Section 8.01(b) as a result of the failure to comply with Section 7.15 exists or has occurred and is continuing, and (C) Lead Borrower shall cause the Restricted Subsidiary that is not a Loan Party not to exercise any legal remedies to enforce any of the Indebtedness or other obligations owed to it;

(c)                    without duplication of Indebtedness described in clause (f) of this definition, purchase money Indebtedness of any Loan Party incurred after the Closing Date to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and Synthetic Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Refinancing Indebtedness with respect thereto; provided, that, (i) the aggregate principal amount of Indebtedness permitted by this clause (c), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (f) of this definition, shall not exceed $300,000,000 at any time outstanding, and in any event the incurrence of such Indebtedness permitted by this clause (c), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (f) of this definition, in any Fiscal Year (commencing with the current Fiscal Year) shall not exceed $100,000,000, and (ii) other than in case of a Store location, if requested by the Administrative Agent with respect to any Indebtedness secured by a Lien on Real Estate at which ABL Priority Collateral is located or a Lien on other assets where Administrative Agent may require access and use to realize on ABL Priority Collateral, the Loan Parties shall cause the holders of such Indebtedness to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Administrative Agent;

(d)                   obligations (contingent or otherwise) of any Loan Party or any Subsidiary thereof existing or arising under any Swap Contract, provided, that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates or commodity prices, and not for purposes of speculation or taking a “market view;” and (ii) the aggregate Swap Termination Value of all such Swap Contracts, excluding Swap Contracts entered into to mitigate risks associated with fluctuations in the interest rate payable under the Term Loan Facility, shall not exceed $25,000,000 at any time outstanding;

(e)                    contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business;

(f)                     Indebtedness incurred after the Closing Date for the construction or acquisition or improvement of, or to finance or to refinance the construction, acquisition or improvement of, any Real Estate owned by any Loan Party (including therein any Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder), provided, that, (i) all Net Proceeds received in connection with any such Indebtedness incurred in connection with a sale-leaseback transaction shall be applied to the Obligations to the extent required under Section 2.05(e), (ii) other than in the case of a Store location, if there is ABL Priority Collateral at such Real Estate or other assets that Administrative Agent may require the access and use of to realize on ABL Priority Collateral, the Loan Parties shall cause the holders of such Indebtedness (or in the case of a sale-leaseback transaction, the lessors under any sale-

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leaseback transaction) to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Administrative Agent and (iii) the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (c) of this definition, shall not exceed $300,000,000 at any time outstanding, and in any event the incurrence of such Indebtedness permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (c) of this definition, in any Fiscal Year (commencing with the current Fiscal Year) shall not exceed $100,000,000;

(g)                    Indebtedness of any Person that becomes a Subsidiary of a Loan Party in a Permitted Acquisition, which Indebtedness is existing at the time such Person becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of a Loan Party);

(h)                   the Obligations;

(i)                       Indebtedness under the Term Loan Documents in an aggregate outstanding principal amount not to exceed $1,500,000,000 (plus up to an aggregate additional amount of $250,000,000 to the extent that Lead Borrower exercises its right to obtain additional term loans from lenders under the Term Loan Documents in accordance with the terms thereof);

(j)                      Indebtedness of any Loan Party pursuant to Customer Support Transactions; provided, that, as of the date of Incurring such Indebtedness and after giving effect thereto, (i) the aggregate amount of the exposure of the Loan Parties under or pursuant to all Customer Support Transactions (including, without duplication, Customer Support Transactions constituting Permitted Indebtedness, Permitted Investments and Permitted Dispositions) shall not exceed $250,000,000, (ii) the aggregate amount of the exposure under any one of the types of transactions described in clauses (a), (b), (c) or (e) of the definition of the term Customer Support Transactions shall not exceed $150,000,000 at any time outstanding, and (iii) no Default or Event of Default shall exist or have occurred and be continuing;

(k)                   Indebtedness incurred after the Closing Date and not otherwise specifically described in this definition so long as each of the following conditions is satisfied: (i) as of the date of such Indebtedness and after giving effect thereto, each of the Payment Conditions is satisfied, (ii) such Indebtedness shall have a maturity date that is at least ninety-one (91) days after the Maturity Date, and shall not include covenants, defaults and remedy provisions that are more restrictive in any material respect to the Lead Borrower and its Restricted Subsidiaries than the Term Loan Facility taken as a whole, (iii) such Indebtedness shall not have scheduled amortization payments in excess of one percent (1%) of the principal amount thereof in any Fiscal Year, (iv) if such Indebtedness is subordinated to any other Indebtedness of any Loan Party or its Restricted Subsidiaries it will be subordinated in right of payment to the Obligations on terms and conditions no less favorable to the Administrative Agent and Lenders than the most favorable terms and conditions in favor of any other holder of Indebtedness (and if such Indebtedness is owed to a seller of assets to the Lead Borrower or any other Loan Party, then it shall be required to be subordinated in right of payment and shall be subordinated on terms and conditions reasonably satisfactory to the Administrative Agent), (v) any such Indebtedness shall only be secured by Liens permitted hereunder, and in any event, any such Indebtedness (or any portion thereof) shall not be secured by a Lien on the ABL Priority Collateral, and (vi) Administrative Agent shall have received ten (10) Business Days’ prior written notice of such Indebtedness and, (vii) Administrative Agent shall have received such other information related to such Indebtedness as the Administrative Agent may reasonably require;

(l)                       Indebtedness of any Receivables Financing Subsidiary under a Permitted Securitization Facility that is non-recourse to any Loan Party or Restricted Subsidiary or their respective assets other

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than pursuant to the Standard Securitization Undertakings and does not otherwise subject any assets of any Loan Party or Restricted Subsidiary  (other than the Securitization Assets), directly or indirectly, contingently or otherwise, to any Lien to secure the satisfaction thereof, provided, that, the aggregate amount of such Indebtedness shall not exceed $200,000,000 at any time outstanding;

(m)               Indebtedness of the Lead Borrower and the Restricted Subsidiaries for customary indemnification, purchase price adjustments, earn-outs or similar obligations in each case in respect of the purchase price or other similar adjustments incurred in connection with a Permitted Acquisition or Permitted Disposition;

(n)                   Indebtedness constituting Refinancing Indebtedness;

(o)                   Indebtedness of a Loan Party as an account party in respect of letters of credit issued pursuant to a Commercial LC Facility, provided, that, in no event shall the aggregate amount of all such Indebtedness in respect of all Commercial LC Facilities exceed $15,000,000 at any time outstanding; and

(p)                   other Indebtedness of the Lead Borrower and the Restricted Subsidiaries in an aggregate principal amount for all such Persons not to exceed $30,000,000 at any time outstanding.

“Permitted Investments” means each of the following so long as no Default or Event of Default exists or would arise from the making of such Investment:

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

(b)                   commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by ▇▇▇▇▇’▇ or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof;

(c)                    time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (b) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof;

(d)                   fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above or with any primary dealer and having a market value at the time that such repurchase agreement is entered into of not less than one hundred percent (100%) of the repurchase obligation of such counterparty entity with whom such repurchase agreement has been entered into;

(e)                    Investments, classified in accordance with GAAP as current assets of the Loan Parties, in any money market fund, mutual fund, or other investment companies that are registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have

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the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P, and which invest solely in one or more of the types of securities described in clauses (a) through (d) above;

(f)                     Investments described on Schedule 7.02 (and in the case of Investments covered by the investment policy of Lead Borrower included in Schedule 7.02, Investments of such type), but not any additional payments to increase the amount thereof or other modification of the terms thereof that increases the obligations or liabilities of any Loan Party, except to increase the scheduled Investments or for other modifications of the terms thereof that increase the obligations or liabilities of any Loan Party if (i) such increase in any case would be permitted pursuant to clause (n) of this definition or (ii) otherwise, such increases in the aggregate do not exceed $10,000,000 in any Fiscal Year;

(g)                    (i) Investments by any Loan Party and its Subsidiaries in their respective Restricted Subsidiaries outstanding on the date hereof, (ii) additional Investments by any Loan Party and its Restricted Subsidiaries in Loan Parties (other than the Lead Borrower), (iii) additional Investments by Restricted Subsidiaries of the Loan Parties that are not Loan Parties in other Subsidiaries that are not Loan Parties, (iv) additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties, provided, that, in the case of clause (iv) above as of the date of such Investment and after giving effect thereto, either (A) such Investments give rise to Indebtedness of such Subsidiary to the Loan Parties of the type described in clause (b)(ii) of the definition of Permitted Indebtedness, or (B) each of the Payment Conditions shall be satisfied;

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

(i)                       Investments by any Loan Party in Swap Contracts entered into in the ordinary course of business and for bona fide business (and not speculative purposes) to protect against fluctuations in interest rates in respect of the Obligations or other Permitted Indebtedness or fluctuations in commodity prices;

(j)                      Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(k)                   advances to officers, directors and employees of the Loan Parties and their Subsidiaries in the ordinary course of business in an amount not to exceed $1,000,000 to any individual at any time or in an aggregate amount not to exceed $2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(l)                       Investments constituting Permitted Acquisitions or a Permitted Store Swap Transaction;

(m)               Investments under or pursuant to Customer Support Transactions; provided, that, (i) as of the date of any such Investment and after giving effect thereto, the aggregate amount of the exposure of the Loan Parties under or pursuant to all Customer Support Transactions (including, without duplication, Customer Support Transactions constituting Permitted Indebtedness, Permitted Investments and Permitted Dispositions) shall not exceed $250,000,000, (ii) the aggregate amount of the exposure of the Loan Parties under any one of the types of transactions described in clauses (a), (b), (c) or (e) of the definition of the term Customer Support Transactions shall not exceed $150,000,000, (iii) as of the date of such transaction and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (iv) Administrative Agent shall have received (A) with respect to any such

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loan in an amount equal to or greater than $5,000,000, not less than two (2) Business Days’ prior written notice thereof setting forth in reasonable detail the nature and terms thereof, (B) true, correct and complete copies of all agreements, documents and instruments relating thereto and (C) such other information with respect thereto as Administrative Agent may request, including a report once each month on the outstanding balance of all such Permitted Investments and including the then outstanding amount of the existing loans and advances by Loan Parties and Restricted Subsidiaries to third parties pursuant to this clause (m);

(n)                   Guarantees constituting Permitted Indebtedness; and

(o)                   other Investments not otherwise provided for in this definition, provided, that, (i) as of the date of any such Investment and after giving effect thereto, each of the Payment Conditions is satisfied, and (ii) upon its request, Administrative Agent shall have received (A) with respect to any such Investment in an amount equal to or greater than $10,000,000, not less than two (2) Business Days’ prior written notice thereof setting forth in reasonable detail the nature and terms thereof, (B) true, correct and complete copies of all agreements, documents and instruments relating thereto and (C) such other information with respect thereto as Administrative Agent may request;

provided, that, notwithstanding the foregoing, (i) after the occurrence and during the continuance of a Cash Dominion Event, no Investments in cash or Investments permitted pursuant to clauses (a) through (e), or the equivalents thereof described in the investment policy referred to in clause (f) of this definition (such Investments, collectively, “Cash Equivalents”) or additional Investments in the form of cash or Cash Equivalents pursuant to clause (o), in each case shall be permitted, unless no Loans are then outstanding, except that notwithstanding that any Loans are outstanding at any time a Cash Dominion Event exists, the Lead Borrower and its Restricted Subsidiaries may from time to time in the ordinary course of business consistent with their current practices as of the date hereof make deposits of cash or other immediately available funds with proceeds of Loans in operating demand deposit accounts used for disbursements to the extent required to provide funds for amounts drawn or anticipated to be drawn shortly on such accounts and such funds may be held in Cash Equivalents consisting of overnight investments until so drawn (so long as (A) such funds and Cash Equivalents are not held more than two (2) Business Days from the date of the initial deposit thereof and (B) such Investments are pledged to the Administrative Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably required by the Administrative Agent and (ii) at any time that a Cash Dominion Event does not exist, no Investments in cash or Cash Equivalents in excess of $125,000,000 at any one time shall be permitted, unless no Loans are then outstanding; provided, that, so long as no Default or Event of Default exists or has occurred and is continuing, cash or Cash Equivalents may exceed such amount for a period of up to three (3) Business Days by an amount up to (but not to exceed) one hundred ten percent (110%) of the aggregate amount of payments in respect of Permitted Indebtedness permitted to be made hereunder due within such three (3) Business Day period.

“Permitted Overadvance” means an Overadvance made by the Administrative Agent, in its discretion, which:

(a)                   is made to maintain, protect or preserve the Collateral and/or the Credit Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Credit Parties; or

(b)                   is made to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation; or

(c)                    is made to pay any other amount chargeable to any Loan Party hereunder; and

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(d)                   together with all other Permitted Overadvances then outstanding, shall not (i) exceed at any time the lesser of (A) $100,000,000 and (B) ten percent (10%) of the Aggregate Commitments, or (ii) unless a Liquidation is occurring, remain outstanding for more than forty-five (45) consecutive Business Days, unless in each case, the Required Lenders otherwise agree;

provided, that, (i) the foregoing shall not (A) modify or abrogate any of the provisions of Section 2.03 regarding the Lender’s obligations with respect to Letters of Credit, or (B) result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances and such Unintentional Overadvances shall not reduce the amount of Permitted Overadvances allowed hereunder, (ii) in no event shall the Administrative Agent make an Overadvance, if after giving effect thereto, the principal amount of the Credit Extensions would exceed the Aggregate Commitments (as in effect immediately prior to any termination of the Commitments pursuant to Section 2.06 hereof) and (iii) the right of the Administrative Agent to make Permitted Overadvances under clauses (a) and (b) above may be revoked upon the receipt by Administrative Agent of written notice from the Supermajority Lenders.

“Permitted Securitization Facility” means a receivables financing pursuant to agreements and documents in form and substance reasonably satisfactory to the Administrative Agent in which (a) a Loan Party sells Securitization Assets to a Receivables Financing Subsidiary in a manner that legally isolates the Securitization Assets from such Loan Party (such that the transferred assets would not be included in the estate of such Loan Party in a bankruptcy, receivership or other insolvency proceeding of such Loan Party) and (b) the Receivables Financing Subsidiary finances its acquisition of such transferred assets by selling an interest in such transferred assets to a person that is not a Subsidiary or Affiliate of a Loan Party or borrows from such person and secures such borrowings by a pledge of such receivables, provided, that,

(i)                       no portion of any Indebtedness or other obligations (contingent or otherwise) of the Receivables Financing Subsidiary is guaranteed by a Loan Party, other than to the extent of the Standard Securitization Undertakings made by such Loan Party,

(ii)                    any such Indebtedness or other obligations (contingent or otherwise) of the Receivables Financing Subsidiary is non-recourse to any Loan Party and does not otherwise give rise to any obligations of any Loan Party other than pursuant to Standard Securitization Undertakings and does not subject any assets of the Loan Parties other than Securitization Assets to any Lien to secure the satisfaction of the obligations arising under the financing,

(iii)                 the Loan Parties do not have any ongoing obligation to maintain or preserve the financial condition of the Receivables Financing Subsidiary or cause the Receivables Financing Subsidiary to achieve certain levels of operation results,

(iv)                such sales of the Securitization Assets will cease upon a written notice by Administrative Agent to the agent under a Permitted Securitization Facility and Lead Borrower of an Event of Default,

(v)                   Loan Parties shall receive fair value in the form of cash and other consideration for such Securitization Assets, and

(vi)                Administrative Agent shall have received an intercreditor or similar agreement with the purchasers of the interest in the Securitization Assets from the Receivables Financing Subsidiary or the lenders to the Receivables Financing Subsidiary, or their agent, in form and substance reasonably satisfactory to the Administrative Agent, duly authorized, executed and delivered by such parties.

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“Permitted Store Swap Transaction” means the transfer by a Loan Party of ownership of a Store or Stores to an unaffiliated third party in an arm’s length transaction in the ordinary course of business in exchange for the transfer to such Loan Party of a retail store or stores (and the related assets, including real property, fixtures, equipment, inventory and other property related thereto) owned and operated by such third party; provided, that, as to any such exchange, (a) the value of the Store or Stores transferred by such Loan Party shall be reasonably equivalent to the value of the store or stores (and related assets) transferred to it, (b) the transfer of such assets by the Loan Party to such third party and by such third party to such Loan Party shall be substantially contemporaneous, (c) the aggregate number of such Stores transferred to unaffiliated third parties by the Loan Parties in any Fiscal Year pursuant to such exchanges shall not exceed twenty (20), except as Administrative Agent may otherwise agree in the exercise of its Permitted Discretion, and (d) as of the date of any such transaction, and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing.

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

“Pharmacy Receivables” means as to each Borrower, all present and future rights of such Borrower to payment from a Third Party Payor arising from the sale of prescription drugs by such Borrower (it being understood that the portion of the purchase price for such prescription drugs payable by the purchaser of such prescription drugs or any Person other than a Third Party Payor shall not be deemed to be a Pharmacy Receivable).

“Pharmacy Scripts Availability” means the lesser of: (a) eighty-five percent (85%) of the product of (i) the average per Prescription File “net orderly liquidation value” of Eligible Prescription Files based on the most recent acceptable appraisal thereof received by Administrative Agent in accordance with the requirements of this Agreement, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets, multiplied by (ii) the number of Eligible Prescription Files, or (b) the amount equal to twenty-five percent (25%) of the Borrowing Base (determined without regard to this limitation in clause (b) or the limitation in clause (f)(ii) of the definition of “Borrowing Base”).

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Lead Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning set forth in Section 6.02.

“Post-Maturity Period” has the meaning set forth in Section 2.07(c).

“Pre-Maturity Period” has the meaning set forth in Section 2.07(c).

“Prepayment Event” means any of the following occurring after a Cash Dominion Event and for so long as the same is continuing:

(a)                   any Disposition (including pursuant to a sale and leaseback transaction) of any property or asset of a Loan Party;

(b)                   the issuance by a Loan Party of any Equity Interests, other than any such issuance of Equity Interests (i) to a Loan Party, (ii) as consideration for a Permitted Acquisition or (iii) as a compensatory issuance to any employee, director, or consultant (including under any option plan);

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(c)                    the incurrence by a Loan Party of any Indebtedness for borrowed money other than Permitted Indebtedness;

(d)                   the receipt by any Loan Party of any other cash receipts as provided in Section 6.13.

“Prescription Files” means, as to each Borrower, all of such Borrower’s now owned or hereafter existing or acquired retail customer files with respect to prescriptions for retail customers and other medical information related thereto, maintained by the retail pharmacies of Borrowers, wherever located.

“Provision for Taxes” means an amount equal to all taxes imposed on or measured by net income, whether federal, state, provincial, county or local, and whether foreign or domestic, that are paid or payable by any Person in respect of any period in accordance with GAAP.

“PSA” means the Packers and Stockyard Act of 1921, 7 U.S.C. Section 181 et. seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

“Public Lender” has the meaning set forth in Section 6.02.

“Quarterly Average Excess Availability” shall mean, at any time, the average of the daily Excess Availability during the immediately preceding Fiscal Quarter as calculated by the Administrative Agent in accordance with the terms hereof.

“Real Estate” means all right, title, and interest (including any leasehold, fee, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Loan Party, whether by lease, license or other means, and the buildings, structures, parking areas and other improvements thereon, now or hereafter owned by any Loan Party, including all fixtures, easements, hereditaments, appurtenances, rights-of-way and similar rights relating thereto and all leases, tenancies and occupancies thereof now or hereafter owned by any Loan Party.

“Real Estate Collateral Properties” means the Real Estate of the Loan Parties at the sites on the Applicable Collateral List.

“Receivables Financing Subsidiary” means a corporation that (a) is a direct or indirect bankruptcy remote, special purpose entity, (b) satisfies, as of the date of its formation, the special purpose entity criteria published by Standard & Poor’s Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and in effect as of such date, and (c) was created for the sole purpose of acquiring, and whose only assets consist at all times of, Securitization Assets.

“Refinancing Indebtedness” means Indebtedness of any Loan Party arising after the Closing Date issued in exchange for, or the proceeds of which are used to extend, refinance, replace or substitute for other Indebtedness (such extended, refinanced, replaced or substituted Indebtedness, the “Refinanced Obligations”) to the extent permitted hereunder; provided, that:

(a)                   the Administrative Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention to incur such Indebtedness, which notice shall set forth in reasonable detail reasonably satisfactory to the Administrative Agent the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with respect thereto as the Administrative Agent may reasonably request;

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(b)                   promptly upon the Administrative Agent’s request, the Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, as executed and delivered by the parties thereto;

(c)                    the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Refinanced Obligations (plus the amount of reasonable refinancing fees and expenses incurred in connection therewith);

(d)                   such Indebtedness shall have a final maturity that is no earlier than (i) in the case of Refinanced Obligations that constitute Material Indebtedness, ninety-one (91) days after the Maturity Date, and (ii) in the case of all other Refinanced Obligations, three hundred sixty-four (364) days after the final maturity date of such Refinanced Obligations or, if earlier, ninety (91) days after the Maturity Date;

(e)                    such Indebtedness shall have a Weighted Average Life to Maturity not less than the Weighted Average Life to Maturity of the Refinanced Obligations;

(f)                     such Indebtedness shall rank in right of payment no more senior than, and be subordinated (if subordinated) to the Obligations on terms no less favorable to the Credit Parties than the Refinanced Obligations;

(g)                    as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing;

(h)                   if the Refinanced Obligations or any Guarantees thereof are unsecured, such Indebtedness and any Guarantees thereof shall be unsecured, except, that, in the case of Refinancing Indebtedness in respect of the SVU 2016 Notes, such Refinancing Indebtedness may be secured by a Lien on the Term Loan Priority Collateral senior to the Lien securing the Obligations; provided, that, such Liens and Refinancing Indebtedness shall be subject to an intercreditor agreement to which Administrative Agent is a party with terms and conditions no less favorable to the Administrative Agent and Lenders than the Term Loan Intercreditor Agreement (except to the extent necessary to address the Lien on the Term Loan Priority Collateral to secure such Refinancing Indebtedness as permitted above);

(i)                       if the Refinanced Obligations or any Guarantees thereof are secured, such Indebtedness and any Guarantees thereof shall be secured in all material respects by substantially the same or less collateral as secured such Refinanced Obligations or any Guarantees thereof, on terms no less favorable to the Administrative Agent or the Lenders;

(j)                      if the Refinanced Obligations or any Guarantees thereof are secured, the Liens to secure such Indebtedness shall not have a priority more senior than the Liens securing the Refinanced Obligations and if subordinated to any other Liens on such property, shall be subordinated to the Administrative Agent’s Liens on terms and conditions no less favorable;

(k)                   if the Refinanced Obligations or any Guarantees thereof are subordinated to any Indebtedness of the Borrower other than the Obligations, such Refinancing Indebtedness and any Guarantees thereof shall be subordinated to the Obligations on terms (including intercreditor terms) no less favorable to the Administrative Agent or the Lenders;

(l)                       the obligors in respect of the Refinanced Obligations immediately prior to such refinancing, refunding, extending, renewing or replacing thereof shall be the only obligors on such Indebtedness; and

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(m)               the terms and conditions (excluding as to pricing, premiums and optional prepayment or redemption provisions) of any such Indebtedness, taken as a whole, are not more restrictive with respect to the Lead Borrower and the Restricted Subsidiaries, as reasonably determined by the Lead Borrower in good faith, than the terms and conditions of the Refinanced Obligations.

“Register” has the meaning set forth in Section 10.06(c).

“Registered Public Accounting Firm” has the meaning specified by the Securities Laws and shall be independent of the Lead Borrower and its Subsidiaries as prescribed by the Securities Laws.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Related Real Estate Collateral” means all Equipment now or hereafter owned by Lead Borrower or any of its Subsidiaries located on any Material Real Estate Asset or any Material Related Collateral Location.

“Related Real Estate Collateral Security Agreement” means a Personal Property Security Agreement executed by a Loan Party in favor of Administrative Agent with respect to Related Real Estate Collateral.

“Release” shall have the meaning assigned to such term in Section 101(22) of CERCLA.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA as in effect as of the Closing Date, other than events for which the thirty (30) day notice period has been waived.

“Reports” has the meaning set forth in Section 9.12(b).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an LC Credit Extension, a Letter of Credit Application and, if required by the applicable LC Issuer, a Letter of Credit Agreement, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lender or Lenders holding more than fifty percent (50%) of the Aggregate Commitments or, if the commitments of the Lenders to make Loans and the obligation of the LC Issuers to make LC Credit Extensions have been terminated pursuant to Section 8.02, at least two Lenders holding in the aggregate more than fifty percent (50%) of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in LC Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided, that, (a) the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders and (b) at any time that there are two (2) or more unaffiliated Lenders, “Required Lenders” must include at least two (2) unaffiliated Lenders.

“Reserves” means Inventory Reserves and Availability Reserves.

“Responsible Officer” means the chief executive officer, chief financial officer, treasurer, assistant treasurer, vice president of tax or controller of a Loan Party or any of the other individuals designated in writing to the Administrative Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively

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presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restated Collateral List” means the Closing Date Collateral List as modified to reflect all Fixed Asset Collateral List Substitutions, Fixed Asset Collateral Substitutions, Fixed Asset Collateral Releases and Fixed Asset Collateral Additions, as each of such terms is defined in Schedule 6.17, to and including the date of such Restated Collateral List.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent of any thereof), or any holder of an option, warrant or other right to acquire any such dividend or other distribution or payment and any payment of management fees (or other fees of a similar nature) by any Person to any holder of an Equity Interest of any Person or any of its Subsidiaries.  Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also include all payments made by such Person to holders of Equity Interests with any proceeds of a dissolution or liquidation of such Person.

“Restricted Subsidiary” means each Subsidiary of Lead Borrower that is not an Unrestricted Subsidiary.

“Retail Inventory” means Inventory located at, or in transit to, any Store.

“S&P” means Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and any successor thereto.

“Sale-Leaseback Transaction” has the meaning set forth in clause (h) of the definition of the term “Permitted Disposition”.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

“▇▇▇▇▇▇▇▇-▇▇▇▇▇” means the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

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

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, ▇▇▇▇▇▇▇▇-▇▇▇▇▇, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.

“Securitization Assets” means, collectively, all Accounts which are transferred by a Borrower to a Receivables Financing Subsidiary pursuant to any Permitted Securitization Facility to the extent, and in

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accordance with, the terms and conditions of such facility; provided, that, (a) the Securitization Assets shall only include Accounts owing by clearly identifiable Account Debtors that are not obligated on Accounts included in the Borrowing Base or Accounts arising from licensing transactions in the ordinary course of business in each case, and whether relating to the Account Debtors or the nature of the transaction, that are capable of being reported separately from Accounts in the Borrowing Base in a manner reasonably satisfactory to Administrative Agent and (b) the proceeds of any such transferred Accounts shall be clearly identifiable and paid to separate DDAs established and exclusively used for the receipt of such proceeds.

“Security Agreement” means the Amended and Restated Security Agreement dated as of the Closing Date among the Loan Parties and the Administrative Agent.

“Security Documents” means, collectively, the following: (a) the Security Agreement, (b) the Intellectual Property Security Agreement, (c) the Blocked Account Agreements, (d) the Mortgages, (e) the Related Real Estate Collateral Security Agreements, (f) the DDA Notifications, (g) the Credit Card Notifications, and (h) each other security agreement or other instrument or document executed and/or delivered to the Administrative Agent pursuant to this Agreement or any other Loan Document granting a Lien to secure any of the Obligations.

“Settlement Date” has the meaning set forth in Section 2.14(a).

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of Lead Borrower and its Subsidiaries as of that date determined in accordance with GAAP.

“Shrink” means Inventory which has been lost, misplaced, stolen, spoiled or is otherwise unsaleable or unaccounted for.

“Solvent” and “Solvency” mean, with respect to any Person on a particular date, that on such date (a) at fair valuation, all of the properties and assets of such Person (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification in favor of such Person) are greater than the sum of the liabilities, including contingent liabilities (and including as liabilities for this purpose, at a fair valuation, all obligations of subrogation, contribution or indemnification against such Person, of such Person, (b) the present fair saleable value of the properties and assets of such Person is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged.  The amount of all guarantees and other contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual or matured liability.

“Specified Event of Default” means the occurrence of (a) any Event of Default of the type described in Section 8.01(a) or Section 8.01(f) or (b) the exercise by Administrative Agent or any Lender of any of its or their rights or remedies upon an Event of Default.

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“Specified Representations” means those representations and warranties set forth in Sections 5.01(a), 5.01(b)(ii) (solely with respect to power and authority), 5.02(a), 5.02(b)(i), 5.02(b)(iv), 5.04, 5.05(a), 5.05(b), 5.05(f), 5.14, 5.19(a), 5.19(b), 5.19(c), 5.20(a), 5.30 and 5.31 of the Agreement.

“Spot Rate” has the meaning set forth in Section 1.07 hereof.

“Standard Securitization Undertakings” means representations, warranties, covenants, repurchase obligations and indemnities entered into by any Loan Party or any of their Subsidiaries concerning Securitization Assets which are customarily included in securitizations of accounts receivable.

“Standby Letter of Credit” means any letter of credit (as such term is defined in the UCC) that is not a Commercial Letter of Credit and that (a) is used in lieu or in support of performance guaranties or performance, surety or similar bonds (excluding appeal bonds) arising in the ordinary course of business, (b) is used in lieu or in support of stay or appeal bonds, (c) supports the payment of insurance premiums for reasonably necessary casualty insurance carried by any of the Loan Parties, or (d) supports payment or performance for identified purchases or exchanges of products or services in the ordinary course of business.  A “direct pay” Letter of Credit shall be a Standby Letter of Credit.

“Standby Letter of Credit Agreement” means the Standby Letter of Credit Agreement relating to the issuance of a Standby Letter of Credit in the form from time to time in use by the applicable LC Issuer.

“Stated Amount” means at any time the maximum amount for which a Letter of Credit may be honored.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the FRB to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the FRB). Such reserve percentages shall include those imposed pursuant to such Regulation D.  LIBO Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Store” means any retail store (which may include any real property, fixtures, equipment, inventory and other property related thereto) operated, or to be operated, by any Loan Party.

“Subordinated Indebtedness” means any Indebtedness which is expressly subordinated in right of payment to the prior payment in full of the Obligations and which is in form and on terms approved in writing by the Administrative Agent.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of a Loan Party, and shall exclude NAI and its Subsidiaries.

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“Substitute Property” has the meaning set forth in Section 6.17(b).

“Supermajority Lenders” means, as of any date of determination, Lender or Lenders holding more than sixty-six and two thirds percent (66-2/3%) of the Aggregate Commitments or, if the commitments of the Lenders to make Loans and the obligation of the LC Issuers to make LC Credit Extensions have been terminated pursuant to Section 8.02, at least two (2) Lenders holding in the aggregate more than sixty-six and two thirds percent (66-2/3%) of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in LC Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided, that, (a) the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders and (b) at any time that there are two (2) or more unaffiliated Lenders, “Supermajority Lenders” must include at least two (2) unaffiliated Lenders.

“SVU Indenture” means the Indenture, dated as of July 1, 1987, between Lead Borrower and the SVU 2014 Notes Trustee, as supplemented by the First Supplemental Indenture dated as of August 1, 1990, the Second Supplemental indenture dated as of October 1, 1992, the Third Supplemental Indenture dated as of September 1, 1995, the Fourth Supplemental Indenture dated as of August 4, 1999, and the Fifth Supplemental Indenture dated as of September 17, 1999.

“SVU 2014 Notes” means the 7.50% Senior Notes due November 15, 2014 issued by the Lead Borrower pursuant to the SVU Indenture in the original principal amount of $500,000,000.

“SVU 2014 Note Repayment” means (a) to the extent Lead Borrower has made a tender offer for the SVU 2014 Notes and any of the SVU 2014 Notes have been tendered, the purchase and cancellation of such SVU 2014 Notes on the Closing Date, (b) the provision of a notice of redemption by the Lead Borrower on the Closing Date to the SVU 2014 Notes Trustee and the holders of all untendered SVU 2014 Notes, if any (or, to the extent the Lead Borrower has not made a tender offer therefor, all of the SVU 2014 Notes), and (c) the deposit of cash with the SVU 2014 Notes Trustee in trust on the Closing Date in an amount equal to the full amount required to redeem all untendered SVU 2014 Notes, if any (or, to the extent the Lead Borrower has not made a tender offer therefor, all SVU 2014 Notes), in accordance with such notice and to otherwise repay and satisfy all obligations in connection therewith.

“SVU 2014 Notes Trustee” means Deutsche Bank Trust Company (formerly Bankers Trust Company), as trustee.

“SVU 2016 Notes” means the 8.00% Senior Notes due May 1, 2016 issued by the Lead Borrower pursuant to the SVU Indenture in the original principal amount of $1,000,000,000.

“SVU 2016 Notes Reserve” has the meaning set forth in Section 2.07(c).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and

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Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means ▇▇▇▇▇ Fargo, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning set forth in Section 2.04(a).

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

“Swing Line Note” means the amended and restated promissory note of the Borrowers substantially in the form of Exhibit C-2, payable to the order of the Swing Line Lender, evidencing the Swing Line Loans made by the Swing Line Lender.

“Swing Line Sublimit” means an amount equal to the lesser of (a) the lesser of $100,000,000 and (b) the Aggregate Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

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

“Tax Returns” has the meaning set forth in Section 5.11.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto; provided, that, Taxes shall exclude Excluded Taxes.

“Tender Offer Agreement” means the Tender Offer Agreement, dated as of January 10, 2013, among Symphony Investors LLC, Cerberus and the Lead Borrower.

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“Term Loan Agent” means ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, in its capacity as agent for the Term Loan Lenders, and its successors and assigns including any replacement or successor agent.

“Term Loan Agreement” means the Credit Agreement, dated of even date with the Agreement, among Term Loan Agent, Term Loan Lenders, and the Lead Borrower.

“Term Loan Debt” means the Indebtedness evidenced by or arising under the Term Loan Documents.

“Term Loan Documents” means, collectively: (a) the Term Loan Agreement and (b) all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, the Term Loan Agent or the Term Loan Lenders in connection therewith.

“Term Loan Facility” means the term loan facility provided to Lead Borrower pursuant to the terms of the Term Loan Agreement as it may be amended or refinanced in accordance with the terms of the Term Loan Intercreditor Agreement.

“Term Loan Intercreditor Agreement” means the Intercreditor Agreement, dated of even date herewith, by and among Administrative Agent, Lenders, Term Loan Agent and Term Loan Lenders, as acknowledged and agreed to by Borrowers and Guarantors, providing for such parties’ relative rights and priorities with respect to the assets and properties of the Loan Parties and related matters.

“Term Loan Lenders” means the financial institutions from time to time party to the Term Loan Agreement as lenders, together with their respective successors and assigns.

“Term Loan Priority Collateral” has the meaning specified therefor in the Term Loan Intercreditor Agreement.

“Termination Date” means the earliest to occur of (a) the Maturity Date, (b) the date on which the maturity of the Obligations is accelerated (or deemed accelerated) and the Commitments are irrevocably terminated (or deemed terminated) in accordance with Article VIII, or (c) the termination of the Commitments in accordance with the provisions of Section 2.06(a) hereof.

“Third Party Payor” shall mean any Person, such as a Fiscal Intermediary, Blue Cross/Blue Shield, or private health insurance company, which is obligated to reimburse or otherwise make payments to health care providers who provide medical care or medical assistance or other goods or services for eligible patients under any private insurance contract.

“Total Assets” means, at any date, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Lead Borrower and its Restricted Subsidiaries.

“Total Leverage Ratio” means, on any date of determination, on a pro forma basis, the ratio of (a) Consolidated Total Debt on such date to (b) Consolidated EBITDA for the Measurement Period most recently ended on or prior to such date for which financial statements have most recently been delivered pursuant to Section 6.01; provided, that, with respect to any date of determination occurring during the Fiscal Period ending closest to October 31, November 30 and December 31 of any Fiscal Year, an amount equal to $150,000,000 shall be deducted from the calculation of Consolidated Total Debt for the purposes of this calculation.

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“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all LC Obligations.

“Trading with the Enemy Act” has the meaning set forth in Section 10.18.

“Transactions” means, collectively, (a) the NAI  Sale (including the funding of the Escrow Account (as defined in the Escrow Agreement) substantially contemporaneously with the consummation of the Albertson’s Asset Purchase (as defined in the Acquisition Agreement) as contemplated by the Acquisition Agreement and the Escrow Agreement), (b) the entering into by the Loan Parties and their applicable Subsidiaries of the Term Loan Documents, (c) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents to which they are or are intended to be a party, (d) the amendment and restatement of the Existing Credit Facility, (e) payment in full of all obligations under the Existing Term Loan Facility, and the termination of all Liens securing obligations thereunder, and Lead Borrower and its Subsidiaries shall have no further obligations or liabilities with respect thereto, (f) the SVU 2014 Note Repayment, (g) the payment in full of all obligations of Lead Borrower and its Subsidiaries under the Existing Receivables Transfer Agreements and the termination thereof, the repurchase by Lead Borrower and its Subsidiaries of all receivables sold thereunder, and the termination of all Liens securing obligations under or in connection with the Existing Receivables Transfer Agreements, and the Lead Borrower and its Subsidiaries shall have no further obligations or liabilities with respect thereto, (h) the payment of the fees and expenses incurred in connection with the consummation of the foregoing, and (i) the transactions reasonably related to the foregoing.

“Transition Agreement Parties” means the parties to the Transition Agreements as set forth on Schedule 1.01(c), together with such other Persons as become parties to the Transition Agreements after the Closing Date provided, that, Administrative Agent has received written notice thereof from Administrative Borrower.

“Transition Agreements” means, collectively, (a) the Amended and Restated Transition Services Agreement, dated on or about the date hereof, between Albertson’s LLC and Lead Borrower, (b) the Transition Services Agreement, dated on or about the date hereof,  between NAI and Lead Borrower, (c) the Cross-License Agreement, dated on or about the date hereof, between AB Acquisition LLC and the Lead Borrower, and (d) the supply agreements or arrangements entered into from time to time by the Lead Borrower and its Subsidiaries and NAI and its Subsidiaries pursuant to Sections 5.5(g) and 5.5(h) of the Acquisition Agreement.

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan, or a LIBO Rate Loan.

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that, (a) if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9 and (b) if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.

“UCP 600” means the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce and in effect as of July 1, 2007, or as

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an LC Issuer may agree, such later version thereof as may be in effect at the time of issuance of a Letter of Credit.

“UFCA” has the meaning set forth in Section 10.21(d).

“UFTA” has the meaning set forth in Section 10.21(d).

“Unfinanced Capital Expenditures” means all Capital Expenditures other than those made utilizing financing provided by the applicable seller or third party lenders (including, without limitation, Capital Expenditures that may give rise to Capital Lease Obligations); provided, that, Capital Expenditures made or incurred utilizing Loans shall be deemed Unfinanced Capital Expenditures.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Unintentional Overadvance” means an Overadvance which, to the Administrative Agent’s knowledge, did not constitute an Overadvance when made but which has become an Overadvance resulting from changed circumstances, including, without limitation, a reduction in the Net Recovery Percentage of property or assets included in the Borrowing Base or misrepresentation by the Loan Parties.

“United States” and “U.S.” mean the United States of America.

“Unpaid Drawings” has the meaning set forth in Section 2.03(c).

“Unrestricted Subsidiary” means (a) any Subsidiary of Lead Borrower designated by Lead Borrower as an Unrestricted Subsidiary as listed on Schedule 1.01(d) and (b) any Subsidiary of Lead Borrower designated by Lead Borrower as an Unrestricted Subsidiary hereunder by written notice to Administrative Agent; provided, that, in each case, as to clause (a) and (b), Lead Borrower shall only be permitted to so designate a Subsidiary as an Unrestricted Subsidiary so long as each of the following conditions is satisfied: (i) as of the date of the designation thereof and after giving effect thereto, no Default or Event of Default exists or has occurred and is continuing, (ii) immediately after giving effect to such designation, Borrowers shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.15 (to the same extent as if a Covenant Compliance Event had occurred), (iii) such Subsidiary shall not be a Borrower hereunder, (iv) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Lead Borrower or any of its Restricted Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.10, such that the Equity Interests in such Subsidiary as of the date of, and after giving effect to, it becoming an Unrestricted Subsidiary shall be a Permitted Investment deemed made on such date to a Person that is not a Subsidiary of the Lead Borrower, and any Indebtedness of such Subsidiary owing to any Loan Party or Restricted Subsidiary as of the date of, and after giving effect to, it becoming an Unrestricted Subsidiary shall be a Permitted Investment deemed made on such date to a Person that is not a Subsidiary of the Lead Borrower, (v) without duplication of clause (iii), the value of and investments in such Subsidiary will constitute Permitted Investments, (vi) such Subsidiary shall have been or will promptly be designated an “Unrestricted Subsidiary” (or otherwise not be subject to the covenants) under the Term Loan Facility, and the Existing Debt Documents, if applicable, and shall not be designated a Restricted Subsidiary for purposes of any other Indebtedness, (vii) such Subsidiary shall not have as of the date of the designation thereof or at any time thereafter, create, incur, issue, assume, guarantee or otherwise become directly liable with respect to any Indebtedness pursuant to which the lender, or other party to whom such Indebtedness is owing, has recourse to any Loan Party or any Restricted Subsidiary or their assets, and (viii) Administrative Agent

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shall have received an officer’s certificate executed by a Responsible Officer of the Lead Borrower, certifying compliance with the requirements of preceding clauses (i) through (vii), and containing the calculations and information required by the preceding clause (ii), and (b) any Subsidiary of an Unrestricted Subsidiary.  The Lead Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of the Agreement (each, a “Subsidiary Redesignation”); provided, that, (1) as of the date thereof, and after giving effect thereto, no Default or Event of Default exists or has occurred and is continuing, (2) immediately after giving effect to such Subsidiary Redesignation, Borrowers shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.15 (to the same extent as if a Covenant Compliance Event had occurred), (3) designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, and (4) Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of the Lead Borrower, certifying compliance with the requirements of preceding clauses (1) and (2), and containing the calculations and information required by the preceding clause (2).  In no event will ▇▇▇▇▇ Foods, LLC constitute an Unrestricted Subsidiary.

“▇▇▇▇▇ Fargo” means ▇▇▇▇▇ Fargo Bank, National Association and its successors and assigns.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Indebtedness into (b) the total of the product obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

“Wholesale Inventory” means Inventory located at, or in transit to, any distribution center owned or leased by any Loan Party.

“Wholesale Trade Receivables” shall mean, all Accounts owing to a Borrower, whether now existing or hereafter arising and wherever located, arising from the sale of Wholesale Inventory, and including the right to payment of any other obligations with respect thereto.

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

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

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regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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

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

(d)                   Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment in Dollars in full in cash or immediately available funds (or, in the case of contingent reimbursement obligations with respect to Letters of Credit and Bank Products (other than Swap Contracts), providing Cash Collateralization) of all of the Obligations (including the payment of any termination amount then applicable (or which would become applicable as a result of the repayment of the other Obligations) under Swap Contracts with a Lender or Affiliate of a Lender) other than (i) unasserted contingent indemnification Obligations, (ii) any Obligations relating to Bank Products (other than Swap Contracts) that, at such time, are allowed by the applicable Bank Product provider to remain outstanding without being required to be repaid or Cash Collateralized, and (iii) any Obligations relating to Swap Contracts with a Lender or Affiliate of a Lender that, at such time, are allowed by the applicable provider of such Swap Contracts to remain outstanding without being required to be repaid.

1.03.  Accounting Terms

(a)                   Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.  Whenever the term “Lead Borrower” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Lead Borrower or Borrowers and their Restricted Subsidiaries on a Consolidated basis, unless the context clearly requires otherwise.

(b)                   Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.04.  Rounding.  Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein

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and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

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

1.06.  Letter of Credit Amounts.  Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time; provided, that, with respect to any Letter of Credit that, by its terms, provides for one or more automatic increases in the Stated Amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Stated Amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum Stated Amount is in effect at such time.

1.07.  Currency Equivalents Generally.  Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars.  The Outstanding Amount of Letters of Credit stated in any currency other than Dollars, shall be, at the time of any such determination the equivalent amount in Dollars of such currency or currencies as determined by the Administrative Agent on the basis of the Spot Rate for the purchase of Dollars with such currency or currencies at such time.  For purposes of this Section 1.07, the “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided, that, the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01.  Committed Loans.

(a)                   Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations:

(i)                       after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,

(ii)                    after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment,

(iii)                 the Outstanding Amount of all LC Obligations shall not at any time exceed the Letter of Credit Sublimit.

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Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Committed Loans may be Base Rate Loans, or LIBO Rate Loans, as further provided herein.

(b)                   The Administrative Agent shall have the right, at any time and from time to time after the Closing Date in their Permitted Discretion to establish, modify or eliminate Reserves.  The Administrative Agent will provide the Lead Borrower one (1) Business Day’s prior notice of the establishment of any new categories of Reserves or for changes in the methodology of the calculation of an existing category of Reserves, provided, that, no such notice shall be required (i) at any time that a Default or Event of Default shall exist or have occurred and be continuing, (ii) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (iii) for changes to categories of Reserves or methodology of calculation if a Material Adverse Effect has occurred or it would be reasonably likely to occur were such categories of Reserves or methodology not changed prior to the expiration of such one (1) Business Day period.

2.02.  Borrowings, Conversions and Continuations of Committed Loans.

(a)                   Committed Loans shall be (i) Base Rate Loans, or (ii) LIBO Rate Loans as the Lead Borrower may request subject to and in accordance with this Section 2.02.  All Swing Line Loans shall be only Base Rate Loans.  Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.

(b)                   Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than (i) 4:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBO Rate Loans, and (ii) 1:00 p.m. on the Business Day that is the requested date of any Borrowing of Base Rate Loans or of any conversion of LIBO Rate Loans to Base Rate Loans; provided, that, if the Lead Borrower wishes to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them.  Not later than 11:00 a.m., two Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Each Borrowing of, conversion to or continuation of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.  Each Borrowing of, conversion to or continuation of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Lead Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of LIBO Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Lead Borrower fails to specify a

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Type of Committed Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans.  If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBO Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBO Rate Loan.

(c)                    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, the Type of such Committed Loans and, if such Committed Loans are LIBO Rate loans, the Interest Period applicable thereto and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(b).  In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), to the extent that Administrative Agent has received such funds from Lenders in a timely manner, the Administrative Agent shall use reasonable efforts to make all funds so received available to the Borrowers in like funds by no later than 4:00 p.m. on the Business Day requested in the applicable Committed Loan Notice either by (i) crediting the account of the Lead Borrower on the books of ▇▇▇▇▇ Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower.

(d)                   The Administrative Agent, without the request of the Lead Borrower, may advance any interest, fee, service charge (including direct wire fees), Credit Party Expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby, provided, that, in the event that Administrative Agent has received payment by wire transfer to the Agent Payment Account prior to 3:00 p.m. on the date such amount is due and payable, Administrative Agent will not make such advance or charge the Loan Account  The Administrative Agent shall advise the Lead Borrower of any such advance or charge promptly after the making thereof.  Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’ obligations under Section 2.05(c).  Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest rate then and thereafter applicable to Base Rate Loans.

(e)                    Except as otherwise provided herein, a LIBO Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBO Rate Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as LIBO Rate Loans without the consent of the Required Lenders.

(f)                     The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO Rate Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall promptly notify the Lead Borrower of any change in the Base Rate.

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(g)                    After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than twelve (12) Interest Periods in effect with respect to LIBO Rate Loans.

(h)                   The Administrative Agent, the Lenders, the Swing Line Lender and the LC Issuers shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result.  The Administrative Agent may, in its discretion, make Permitted Overadvances without the consent of the Borrowers, the Lenders, the Swing Line Lender and the LC Issuers and the Borrowers and each Lender shall be bound thereby.  Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrowers and shall constitute a Base Rate Loan and an Obligation and shall be repaid by the Borrowers in accordance with the provisions of Section 2.05(c).  The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letter of Credits or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans.  The Administrative Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).

2.03.  Letters of Credit.

(a)                   The Letter of Credit Commitment.

(i)                       Subject to the terms and conditions set forth herein, (A) each LC Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Loan Parties, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of Credit that comply with the terms thereof; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Loan Parties and any drawings thereunder; provided, that, after giving effect to any LC Credit Extension with respect to any Letter of Credit, (1) the Total Outstandings shall not exceed the Loan Cap, (2) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (3) the Outstanding Amount of the LC Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Lead Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)                    Each LC Issuer (other than ▇▇▇▇▇ Fargo or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of each LC Credit Extension issued on the prior Business Day by such LC Issuer; provided, that, (A) until the Administrative Agent advises any such LC Issuer that the provisions of Section 4.02 are not satisfied, or (B) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the Administrative Agent and the LC Issuers, each LC Issuer shall be required to so notify the Administrative Agent in writing only

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once each week of the Letters of Credit issued by such LC Issuer during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Administrative Agent and such LC Issuer may agree.

(iii)                 All Existing Letters of Credit, whether or not issued for the account of a Loan Party, shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof, including all obligations of Borrowers hereunder

(iv)                No Letter of Credit shall be issued if:

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

(B)       subject to Section 2.03(b)(iii), the expiry date of such requested Commercial Letter of Credit would occur more than one hundred twenty (120) days after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(C)       the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either (1) such Letter of Credit is Cash Collateralized on or prior to the date of issuance of such Letter of Credit (or such later date as to which the Administrative Agent may agree) or (2) all the Lenders have approved such expiry date.

(v)                   No Letter of Credit shall be issued without the prior consent of the Administrative Agent if:

(A)       any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable LC Issuer from issuing such Letter of Credit, or any Law applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, or request that such LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;

(B)       the issuance of such Letter of Credit would violate one or more policies of the applicable LC Issuer applicable to letters of credit generally;

(C)       such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or

(D)       a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent or LC Issuer has entered into reasonably satisfactory arrangements with the Borrowers, the other Lenders or such Lender to eliminate the LC Issuer’s risk with respect to such Lender.

(vi)                If a Letter of Credit is to be denominated in a currency other than Dollars, all reimbursements by the Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in Dollars based on the Spot Rate.

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(vii)             No LC Issuer shall amend any Letter of Credit if (A) the LC Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(viii)          If, at any time, it becomes unlawful for the LC Issuer to comply with its obligations under any Letter of Credit (including, but not limited to, as a result of any sanctions imposed by the United Nations, the European Union, the Netherlands, the United Kingdom and/or the United States), such obligations shall be suspended (and all corresponding rights shall cease to accrue) until such time as it may again become lawful for the LC Issuer to comply with them, and the LC Issuer shall not be liable for any losses which Loan Parties may incur as a result.

(ix)                Each LC Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and to the extent that an LC Issuer is acting on behalf of the Lenders in such circumstances, as to such Lenders, the LC Issuer shall be entitled to the benefits and immunities provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such LC Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit; provided, that, nothing in this clause (ix) shall be construed to affect the rights of the Borrowers with respect to Letters of Credit.

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

(i)                       Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Lead Borrower delivered to the applicable LC Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Such Letter of Credit Application must be received by the applicable LC Issuer and the Administrative Agent not later than 2:00 p.m. at least two Business Days (or such other date and time as the Administrative Agent and the applicable LC Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Administrative Agent and the applicable LC Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Administrative Agent or the applicable LC Issuer may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Administrative Agent and such LC Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Administrative Agent or such LC Issuer may reasonably require.  In addition, the Lead Borrower shall furnish to the applicable LC Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, and any Issuer Documents as such LC Issuer or the Administrative Agent may reasonably require and the terms of such Letter of Credit shall be in form and substance reasonably satisfactory to such LC Issuer and may include partial drawings and, subject to the other terms and conditions herein and therein, provide for the automatic reinstatement of the Stated Amount thereunder.  To the extent that a Borrower may request a direct pay Letter of Credit, additional agreements and documents may be required in connection with the issuance and administration thereof, together with related additional fees and charges to Borrowers.

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(ii)       Promptly after the receipt by an LC Issuer of any Letter of Credit Application, such LC Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Lead Borrower and, if not, such  LC Issuer will provide the Administrative Agent with a copy thereof.  Unless such LC Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such LC Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Loan Party or enter into the applicable amendment, as the case may be, in each case in accordance with such LC Issuer’s usual and customary business practices.  Immediately upon the issuance or amendment of each Letter of Credit, each Lender shall be deemed to (without any further action), and hereby irrevocably and unconditionally agrees to, purchase from such LC Issuer, without recourse or warranty, a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage multiplied by the Stated Amount of such Letter of Credit.  Upon any change in the Commitments under this Agreement, with respect to all LC Obligations, there shall be an automatic adjustment to the participations hereby created to reflect the new Applicable Percentages of the assigning and assignee Lenders.

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

(iv)     Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable LC Issuer will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)       Drawings and Reimbursements; Funding of Participations.

(i)        Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable LC Issuer shall notify the Lead Borrower and the Administrative Agent of such demand for payment and whether such LC Issuer has made or will make an LC Disbursement thereunder; provided, that, any failure to give or delay in giving such notice shall not

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relieve the Borrowers of their obligation to reimburse such LC Issuer and the Lenders with respect to any such LC Disbursement.  If an LC Issuer shall make an LC Disbursement, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (each such amount so paid until reimbursed, an “Unpaid Drawing”) not later than 12:00 noon on the Business Day immediately following the date the Lead Borrower receives the notice from such LC Issuer as provided above.  In the event that Administrative Agent does not receive such payment by such time, except as Administrative Agent may otherwise agree, the Borrowers shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be immediately disbursed in an amount equal to the applicable LC Disbursement, without regard to the minimum and multiples specified in Section 2.02(c) for the principal amount of Base Rate Loans and without regard to whether the conditions set forth in Section 4.02 have been met.  Any notice given by an LC Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if confirmed in writing, provided, that, the lack of such immediate confirmation shall not affect the conclusiveness or binding effect of such notice.  If LC Issuer shall make any LC Disbursement, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest at the interest rate applicable to Base Rate Loans, for each day from and including the date such LC Disbursement is made to but excluding the date that the Committed Loan is deemed made as provided above.  Such interest accrued shall be for the account of the applicable LC Issuer.

(ii)       Each Lender’s obligation to make Committed Loans or to reimburse the LC Issuers for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any LC Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing,  and without regard to whether the conditions set forth in Section 4.02 have been met.

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

(e)       Obligations Absolute.  The obligation of the Borrowers to reimburse the applicable LC Issuer for each drawing under each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)        any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document (other than such lack of validity or enforceability that arises from the expiration of such Letter of Credit by its terms);

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

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(iii)      any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

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

(v)      any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any of their Subsidiaries; or

(vi)     the fact that any Default or Event of Default shall have occurred and be continuing.

The Lead Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Lead Borrower’s instructions or other irregularity, the Lead Borrower will immediately notify the Administrative Agent and the LC Issuer.  The Borrowers shall be conclusively deemed to have waived any such claim against the LC Issuer and its correspondents unless such notice is given as aforesaid, provided, that, nothing in this Section 2.03(e) shall be construed to limit or otherwise affect the rights of the Borrowers with respect to claims of the Borrowers against an LC Issuer.

(f)       Role of LC Issuer.  Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable LC Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the LC Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the LC Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the LC Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any LC Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e) or for any action, neglect or omission under or in connection with any Letter of Credit or Issuer Documents, including, without limitation, the issuance or any amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring of any demand under any Letter of Credit, and such action or neglect or omission will bind the Borrowers; provided, that, anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against an LC Issuer, and an LC Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential, exemplary or punitive damages suffered by the Borrowers caused by (A) such LC Issuer’s

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willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction) in determining whether documents presented under any Letter of Credit comply with the terms thereof or (B) such LC Issuer’s willful failure to pay under any Letter of Credit after the presentation to such LC Issuer by any beneficiary (or a successor beneficiary to whom such Letter of Credit has been transferred in accordance with its terms) of documents strictly complying with the terms and conditions of such Letter of Credit; provided, that, any claim against such LC Issuer by the Borrowers for any loss suffered or incurred by the Borrowers shall be reduced by an amount equal to the sum of (A) the amount (if any) saved by the Borrowers as a result of the breach or other wrongful conduct that allegedly caused such loss, and (B) the amount (if any) of the loss that would have been avoided had the Borrowers taken all reasonable steps to mitigate such loss, including, without limitation, by enforcing their rights against any beneficiary and, in case of a claim of wrongful dishonor, by specifically and timely authorizing such LC Issuer to cure such dishonor.  In furtherance and not in limitation of the foregoing, the LC Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary (or the LC Issuers may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and the LC Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  The LC Issuers shall not be responsible for the wording of any Letter of Credit (including, without limitation, any drawing conditions or any terms or conditions that are ineffective, ambiguous, inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance an LC Issuer may provide to the Borrowers with drafting or recommending text for any Letter of Credit Application or with the structuring of any transaction related to any Letter or Credit, and the Borrowers hereby acknowledge and agree that any such assistance will not constitute legal or other advice by an LC Issuer or any representation or warranty by an LC  Issuer that any such wording or such Letter of Credit will be effective.  Without limiting the foregoing, an LC Issuer may, as it deems appropriate, to the extent necessary to conform with its customary practices and procedures, after notice to and consent by Lead Borrower, modify or alter and use in any Letter of Credit the terminology contained on the Letter of Credit Application for such Letter of Credit.

(g)       Cash Collateral.

(i)        Upon the request of the Administrative Agent, (A) if an LC Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an LC Obligation that remains outstanding, or (B) if, as of the Letter of Credit Expiration Date, any LC Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all LC Obligations.  Sections 2.03(a)(iv)(C), 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03, Section 1.02, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of such LC Issuer and the Lenders, as collateral for the LC Obligations, cash or deposit account balances in an amount equal to one hundred three percent (103%) of the Outstanding Amount of all LC Obligations (other than LC Obligations with respect to Letters of Credit denominated in a currency other than Dollars, which LC Obligations shall be Cash Collateralized in an amount equal to one hundred fifteen percent (115%) of the Outstanding Amount of such LC Obligations), pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the LC Issuers (which documents are hereby consented to by the Lenders).  The Borrowers hereby grant to the Administrative Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at ▇▇▇▇▇ Fargo.

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(ii)       If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all LC Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (A) such aggregate Outstanding Amount over (B) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim.  Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the applicable LC Issuer and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations then due and payable.  After all Obligations have been paid in full, any remaining Cash Collateral will be released to the Lead Borrower or as otherwise required by applicable Law.

(h)      Applicability of ISP and UCP 600.  Unless otherwise expressly agreed by the applicable LC Issuer and the Lead Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of either the ISP or UCP 600 shall apply to each Standby Letter of Credit, and (ii) the rules of UCP 600 shall apply to each Commercial Letter of Credit.

(i)        Letter of Credit Fees.  The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit, for each period referred to below, equal to the Applicable LC Fee Rate on a per annum basis multiplied by the Average Daily Stated Amount under each such Letter of Credit.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (i) due and payable on the first day of the month after the end of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (ii) computed on a quarterly basis for each calendar quarter in arrears.  If there is any change in the Applicable LC Fee Rate during any calendar quarter, the daily amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable LC Fee Rate separately for each period during such calendar quarter that such Applicable LC Fee Rate was in effect.  Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate as provided in Section 2.08(b) hereof.

(j)       Fronting Fee and Documentary and Processing Charges Payable to LC Issuer.  The Borrowers shall pay directly to each LC Issuer, for its own account, a fronting fee (the “Fronting Fee”) with respect to each Letter of Credit issued by such LC Issuer, at a rate equal to 0.125% per annum, computed on the Average Daily Stated Amount of such Letter of Credit and on a quarterly basis in arrears.  Such Fronting Fees shall be due and payable on the first day of the month after the end of each calendar quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, in each case upon receipt of an invoice from the applicable LC Issuer.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of Credit shall be determined in accordance with Section 1.06.  Except, at Borrowers’ option, as paid directly by a beneficiary of a Commercial Letter of Credit to an LC Issuer, the Borrowers shall pay directly to each LC Issuer, for its own account, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such LC Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

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

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2.04.  Swing Line Loans.

(a)      The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line Lender may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and LC Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment (in its capacity as a Lender and not Swing Line Lender); provided, that, after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Loan Cap, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and provided, that, the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall bear interest only at a rate based on the Base Rate.  Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage multiplied by the amount of such Swing Line Loan.  The Swing Line Lender shall be entitled to the benefits and immunities provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans; provided, that, nothing in this sentence shall be construed to affect the rights of the Borrowers with respect to Swing Line Loans.

(b)      Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent at the request of the Required Lenders prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 5:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers either by (i) crediting the account of the Lead Borrower on the books of ▇▇▇▇▇ Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender and Administrative Agent by the Lead Borrower.

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(c)       Refinancing of Swing Line Loans.

(i)        The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on their behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Lead Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

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

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

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

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(d)      Repayment of Participations.

(i)        At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

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

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

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

2.05.  Prepayments.

(a)      The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided, that, (i) such notice must be received by the Administrative Agent not later than (A) 4:00 p.m. three (3) Business Days prior to any date of prepayment of LIBO Rate Loans and (B) 1 p.m. on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)      The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000.  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Lead

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Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c)       If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay Committed Loans, Swing Line Loans and/or Cash Collateralize the LC Obligations in an aggregate amount equal to such excess, in each case in cash without any prepayment premium or penalty (but including all breakage or similar costs); provided, that, the Borrowers shall not be required to Cash Collateralize the LC Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect.

(d)      The Borrowers shall prepay the Loans and, to the extent otherwise required in this Agreement (including as provided in clause (g) below), Cash Collateralize the LC Obligations in accordance with the provisions of Section 6.13 hereof.

(e)       The Borrowers shall prepay the Loans and, to the extent otherwise required in this Agreement (including as provided in clause (g) below), Cash Collateralize the LC Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event (subject to the rights of Term Loan Lenders to receive prepayments from the proceeds of certain asset dispositions as set forth in the Term Loan Agreement as in effect on the date hereof or as amended in accordance with the Term Loan Intercreditor Agreement, provided, that, in no event shall any such prepayment be with any ABL Priority Collateral or proceeds thereof).

(f)       The Borrowers shall prepay the Loans and Cash Collateralize the LC Obligations, to the extent otherwise required in this Agreement (including as provided in clause (g) below).

(g)       Prepayments made pursuant to Section 2.05(c), (d), (e) and (f) above, shall be applied first, to the Swing Line Loans, second, ratably to the outstanding Committed Loans, third, to the extent required pursuant to Section 2.03(g), 2.05(c) or 8.02, to Cash Collateralize the remaining LC Obligations; and, fourth, to the remaining Obligations.  Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the applicable LC Issuer or the Lenders, as applicable.

2.06.  Termination or Reduction of Commitments.

(a)      The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments (and the Commitment of each Lender shall be reduced on a pro rata basis), the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that, (i) any such notice shall be received by the Administrative Agent not later than 2:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not (A) terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) terminate or reduce the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit.

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(b)      If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess.

(c)       The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06.  All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.07.  Repayment of Loans.

(a)      The Borrowers shall repay to the Lenders on the Termination Date the aggregate principal amount of Committed Loans outstanding on such date.

(b)      To the extent not previously paid, the Borrowers shall repay the outstanding balance of the Swing Line Loans on the Termination Date.

(c)       Notwithstanding the foregoing, in the event that there are any obligations outstanding under the SVU 2016 Notes on the date ninety (90) days prior to the scheduled maturity date of the SVU 2016 Notes, then the Obligations shall become immediately due and payable in full and the Maturity Date for purposes of this Agreement shall be such date unless each of the following conditions shall have been satisfied on such date: (i) the obligations under the SVU 2016 Notes are $250,000,000 or less, (ii) Administrative Agent shall have received, reasonably satisfactory financial projections of the Lead Borrower and its Subsidiaries (on a consolidated basis) for such ninety (90) day period (the “Pre-Maturity Period”) and for the six (6) consecutive Fiscal Periods after the scheduled maturity date of the SVU 2016 Notes (the “Post-Maturity Period” and together with the Pre-Maturity Period, the “Maturity Projection Period”) showing minimum Excess Availability at all times during the Maturity Projection Period, on a pro forma basis after giving effect to the SVU 2016 Notes Reserve for the Pre-Maturity Period, of not less than twenty-two and one half percent (22.5%) of the Aggregate Commitments, and (iii) Administrative Agent shall have established Availability Reserves in an amount equal to the outstanding obligations evidenced by or arising under the SVU 2016 Notes that are due at the end of such ninety (90) day period (the “SVU 2016 Notes Reserve”).  The projections to be provided under clause (ii) above shall show the Excess Availability as of the end of each Fiscal Period during the Maturity Projection Period.  In the event that, after giving effect to the SVU 2016 Notes Reserve Excess Availability during the Pre-Maturity Period is less than the amount equal to twenty-two and one-half percent (22.5%) of the Aggregate Commitments for any three (3) consecutive Business Days then the Obligations shall become immediately due and payable in full and the Maturity Date for purposes of this Agreement shall be the date immediately following the third consecutive Business Day during which Excess Availability has been less than such amount.  In the event that the SVU 2016 Notes Reserve is established with respect to Indebtedness under the SVU 2016 Notes, such SVU 2016 Notes Reserve shall be reduced or terminated substantially contemporaneously with the payment of such Indebtedness by the amount of such payment upon the Administrative Agent’s receipt of evidence thereof.

(d)      In the event of a Change of Control, the Obligations shall become immediately due and payable in full and the date of such Change of Control shall be the Maturity Date for purposes of this Agreement.

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2.08.  Interest.

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

(b)      If any amount payable under any Loan Document is not paid when due, whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.  If any other Event of Default exists, then the Administrative Agent may, and upon the request of the Required Lenders shall, notify the Lead Borrower that all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate and thereafter such Obligations shall bear interest at the Default Rate to the fullest extent permitted by applicable Laws.  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

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

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

(a)      Commitment Fee.  The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to the Applicable Commitment Fee Percentage multiplied by the actual daily amount by which the Aggregate Commitments exceed the Total Outstandings.  The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the first day after the end of each calendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period.  The commitment fee shall be calculated quarterly in arrears.  Swing Line Loans and Permitted Overadvances will not be considered in the calculation of the commitment fee.

(b)      Other Fees.  The Borrowers shall pay to the Administrative Agent for its own account fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10.  Computation of Interest and Fees.  All computations of fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed.  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided, that, any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11.  Evidence of Debt.

(a)      The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by the Administrative Agent (the “Loan Account”) in the ordinary course

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of business.  In addition, each Lender may record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, and each payment of interest, fees and other amounts due in connection with the Obligations due to such Lender.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.  Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.

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

2.12.  Payments Generally; Administrative Agent’s Clawback.

(a)      General.  All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m., at the option of the Administrative Agent, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)      Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBO Rate Loans (or in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the

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Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (ii) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans.  If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period.  If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing.  Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(c)       Payments by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Lead Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the LC Issuers hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the LC Issuers, as the case may be, the amount due.  In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the LC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or LC Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.  A notice of the Administrative Agent to any Lender or the Lead Borrower with respect to any amount owing under this clause (c) shall be conclusive, absent manifest error.

(d)      Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof (subject to the provisions of the last paragraph of Section 4.02 hereof), the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)       Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments hereunder are several and not joint.  The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment hereunder on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment hereunder.

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

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2.13.  Sharing of Payments by Lenders.  If any Credit Party shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, interest on, or other amounts with respect to, any of the Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Obligations greater than its share thereof as provided herein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Credit Party receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Obligations of the other Credit Parties, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Credit Parties ratably and in the priorities set forth in Section 8.03, provided, that:

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

(ii)       the provisions of this Section shall not be construed to apply to (A) any payment made by the Loan Parties pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in LC Obligations or Swing Line Loans to any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section shall apply).

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

2.14.  Settlement Amongst Lenders

(a)      The amount of each Lender’s Applicable Percentage of outstanding Loans (including outstanding Swing Line Loans) shall be computed weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward or downward based on all Loans (including Swing Line Loans) and repayments of Loans (including Swing Line Loans) received by the Administrative Agent as of 3:00 p.m. on the first Business Day (such date, the “Settlement Date”) following the end of the period specified by the Administrative Agent.

(b)      The Administrative Agent shall deliver to each of the Lenders promptly after a Settlement Date a summary statement of the amount of outstanding Committed Loans and Swing Line Loans for the period and the amount of repayments received for the period.  As reflected on the summary statement, (i) the Administrative Agent shall transfer to each Lender its Applicable Percentage of repayments, and (ii) each Lender shall transfer to the Administrative Agent (as provided below) or the Administrative Agent shall transfer to each Lender, such amounts as are necessary to insure that, after giving effect to all such transfers, the amount of Committed Loans made by each Lender shall be equal to such Lender’s Applicable Percentage of all Committed Loans outstanding as of such Settlement Date.  If the summary statement requires transfers to be made to the Administrative Agent by the Lenders and is received prior to 1:00 p.m. on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m. that day; and, if received after 1:00 p.m., then no later than 3:00 p.m. on the next Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Administrative Agent.  If and to the extent any Lender shall not have so made its transfer to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent, equal to the greater of the Federal Funds

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Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

2.15.  Increase in Commitments.

(a)      Request for Increase.  Lead Borrower may from time to time request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000; provided, that, (i) any such request for an increase shall be in a minimum amount of $10,000,000, (ii) the Lead Borrower may make a maximum of five (5) such requests, and (iii) as of the date of such request no Default or Event of Default shall exist or have occurred and be continuing.  At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

(b)      Lender Elections to Increase.  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

(c)       Notification by Administrative Agent; Additional Lenders.  The Administrative Agent shall notify the Lead Borrower and each Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the LC Issuers and the Swing Line Lender (which approvals shall not be unreasonably withheld), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other Eligible Assignees to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Aggregate Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to become Lenders), provided, that, except for the initial fee payable in respect of the new or additional Commitment of a Lender, in no event shall the fees, interest rate and other compensation offered or paid in respect of additional Commitments or increase in Commitments have higher rates than the amounts paid and payable to the then existing Lenders in respect of their Commitments, unless the fees, interest rate and other compensation payable to the then existing Lenders are increased to the same as those paid in connection with the additional Commitments or increase in Commitments.  Each new or existing Lender that provides a new or increased Commitment as provided in this Section 2.15 is an “Additional Commitment Lender”.

(d)      Conditions to Effectiveness of Increase.  Such increase shall be subject to the satisfaction of each of the following conditions precedent: (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (2) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (3) that for purposes of this Section 2.15, the representations and warranties contained

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in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent as the Lead Borrower and the Administrative Agent may agree; (v) upon the request of Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default shall exist or have occurred and be continuing.

(e)       Effective Date and Allocations.  If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent, in consultation with the Lead Borrower, shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and on the Increase Effective Date (i) the Aggregate Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, and (ii) Schedule 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders.  On the Increase Effective Date and notwithstanding any other provisions of this Agreement to the contrary (A) each Lender shall make such payments as shall be directed by the Administrative Agent in order that the outstanding Loans shall be held ratably by the Lenders based on their respective Commitments; provided, that, if the Increase Effective Date occurs on a date which is not the last day of the Interest Period with respect to any LIBO Rate Borrowing, then such payments shall be deemed to be the purchase and sale of participations in each LIBO Rate Loan until the end of such Interest Period, and the Administrative Agent shall determine the amount of each participation in such LIBO Rate Loans such that the Borrowers shall not be required to pay additional costs pursuant to Section 3.05 and (B) participations in outstanding Letters of Credit and risk participations in Swing Line Loans shall be deemed to be reallocated according to the respective Commitments of the Lenders.  Payments of interest, fees and commissions with respect to the Loans, Swingline Loans and Letters of Credit shall be made to give effect to any adjustments in the Loans and participations in the Letters of Credit made pursuant to this Section 2.15.

(f)       Conflicting Provisions.  This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY;
APPOINTMENT OF LEAD BORROWER

3.01.  Taxes.

(a)      Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided, that, if the Borrowers shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or LC Issuer, as the case may be, receives an amount equal to the sum it

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would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)      Payment of Other Taxes by the Borrowers.  Without limiting the provisions of clause (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)       Indemnification by the Loan Parties.  The Loan Parties shall indemnify the Administrative Agent, each Lender and each LC Issuer, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such LC Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a Lender or an LC Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an LC Issuer, shall be conclusive absent manifest error.

(d)      Evidence of Payments.  Not later than thirty (30) days after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority pursuant to this Section, the Lead Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)       Status of Lenders.  Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Lead Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Lead Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. Such delivery shall be provided on the Closing Date and on or before such documentation expires or becomes obsolete or after the occurrence of an event requiring a change in the documentation most recently delivered.  In addition, any Lender, if requested by the Lead Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Lead Borrower or the Administrative Agent as will enable the Lead Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, any Foreign Lender shall deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Lead Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i)        duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii)       duly completed copies of Internal Revenue Service Form W-8ECI,

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(iii)      in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of  Internal Revenue Service Form W-8BEN, or

(iv)     any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Lead Borrower to determine the withholding or deduction required to be made, including under FATCA.

(f)       Treatment of Certain Refunds.  If the Administrative Agent, any Lender or any LC Issuer determines, in its sole reasonable discretion (or in the case of Administrative Agent, its Permitted Discretion), that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided, that, the Borrowers, upon the request of the Administrative Agent, such Lender or the LC Issuer, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such LC Issuer in the event the Administrative Agent, such Lender or such LC Issuer is required to repay such refund to such Governmental Authority.  This clause shall not be construed to require the Administrative Agent, any Lender or such LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

3.02.  Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBO Rate Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Loans or to convert Base Rate Loans to LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans.  Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.03.  Inability to Determine Rates.  If the Administrative Agent determines that for any reason in connection with any request for a LIBO Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBO Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or (c) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does

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not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Lead Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

3.04.  Increased Costs; Reserves on LIBO Rate Loans.

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

(i)        impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBO Rate) or the LC Issuer;

(ii)       subject any Lender or LC Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBO Rate Loan made by it, or change the basis of taxation of payments to such Lender or LC Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or LC Issuer); or

(iii)      impose on any Lender or any LC Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBO Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such LC Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such LC Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such LC Issuer, the Borrowers will pay to such Lender or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such additional costs incurred or reduction suffered.

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

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(c)       Certificates for Reimbursement.  A certificate of a Lender or an LC Issuer setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such LC Issuer or its holding company, as the case may be, as specified in clauses (a) or (b) of this Section and delivered to the Lead Borrower shall be conclusive absent manifest error.  The Borrowers shall pay such Lender or such LC Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)      Delay in Requests.  Failure or delay on the part of any Lender or LC Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or LC Issuer’s right to demand such compensation, provided, that, the Borrowers shall not be required to compensate a Lender or LC Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that such Lender or the LC Issuer, as the case may be, notifies the Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

(e)       Reserves on LIBO Rate Loans.  The Borrowers shall pay to each Lender, so long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each LIBO Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan; provided, that, (i) the Lead Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender and (ii) any such payments by Borrowers to a Lender shall be reduced by the amount that such Lender has received as a result of the Statutory Reserve Rate applied to such Loan by such Lender in connection with such reserves, if any.  If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.

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

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

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

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

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.  Each Lender shall provide a certificate setting forth any amount or amounts which such Lender is entitled to receive pursuant to this

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Section 3.05 to the Borrower within one hundred eighty (180) days after the event which is the basis for such demand and such certificate shall be conclusive absent manifest error.

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

3.06.  Mitigation Obligations; Replacement of Lenders.

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

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

3.07.  Survival.  All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

3.08.  Designation of Lead Borrower as Borrowers’ Agent.

(a)      Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement.  As the disclosed principal for its agent, each Borrower shall be obligated to each Credit Party on account of Credit Extensions so made as if made directly by the applicable Credit Party to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower.  In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead  Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents.

(b)      Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers.  Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers.

(c)       The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Credit Extension.  Neither the

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Administrative Agent nor any other Credit Party shall have any obligation to see to the application of such proceeds therefrom.

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS