CREDIT AGREEMENT

Exhibit 4.1

CREDIT AGREEMENT

dated as of
April 15, 2008

Among

ABERCROMBIE & FITCH MANAGEMENT CO.
THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO,
as Borrowers,

ABERCROMBIE & FITCH CO.,
as Parent

THE LENDING INSTITUTIONS NAMED HEREIN,
as Lenders,

NATIONAL CITY BANK,
as an LC Issuer, the Swing Line Lender and as a Co-
Lead Arranger and Global Agent

J.P. MORGAN SECURITIES, INC.,
as a Co-Lead Arranger and Syndication Agent

FIFTH THIRD BANK,
as a Documentation Agent

HUNTINGTON NATIONAL BANK,
as a Documentation Agent

$450,000,000 Revolving Facility

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.01 Defined Terms			1
Section 1.02 Computation of Time Periods			29
Section 1.03 Terms Generally			29
Section 1.04 Accounting Terms; GAAP			29
Section 1.05 Currency Equivalents			29
ARTICLE II THE TERMS OF THE CREDIT FACILITY			30
Section 2.01 Establishment of the Credit Facility			30
Section 2.02 Revolving Facility			30
Section 2.03 Canadian Sub-Facility			30
Section 2.04 Swing Line Facility			31
Section 2.05 Revolving Facility Letters of Credit			32
Section 2.06 Notice of Borrowing			38
Section 2.07 Funding Obligations; Disbursement of Funds			38
Section 2.08 Evidence of Obligations			40
Section 2.09 Interest; Default Rate; Mandatory Cost			41
Section 2.10 Conversion and Continuation of Loans			43
Section 2.11 Fees			43
Section 2.12 Termination and Reduction of Commitments			45
Section 2.13 Payments and Prepayments of Loans			45
Section 2.14 Method and Place of Payment			47
Section 2.15 Authority of Company; Liability of Foreign Subsidiary Borrowers			48
Section 2.16 Eligibility and Addition/Release of Foreign Subsidiary Borrowers			48
Section 2.17 Increase in Credit Facility			50
ARTICLE III TAXES, INCREASED COSTS AND ILLEGALITY			51
Section 3.01 Increased Costs, Illegality, etc.			51
Section 3.02 Breakage Compensation			53
Section 3.03 Net Payments			54
Section 3.04 Increased Costs to LC Issuers			57
Section 3.05 Change of Lending Office; Replacement of Lenders			58
ARTICLE IV REPRESENTATIONS AND WARRANTIES			59
Section 4.01 Organization; Powers			59

TABLE OF CONTENTS
(continued)

		Page
Section 4.02 Authorization; Enforceability			59
Section 4.03 Governmental Approvals; No Conflicts			59
Section 4.04 Financial Condition; No Material Adverse Change			59
Section 4.05 Properties			60
Section 4.06 Litigation and Environmental Matters			60
Section 4.07 Compliance with Laws and Agreements			61
Section 4.08 Investment Company Status			61
Section 4.09 Taxes			61
Section 4.10 ERISA			61
Section 4.11 Disclosure			62
Section 4.12 Subsidiaries			62
Section 4.13 Use of Proceeds; Margin Regulations			62
Section 4.14 Insurance			62
Section 4.15 Material Contracts			62
ARTICLE V CONDITIONS			63
Section 5.01 Conditions Precedent at Closing Date			63
Section 5.02 Conditions Precedent to Addition of Foreign Subsidiary Borrowers			64
Section 5.03 Conditions Precedent to All Credit Events			66
ARTICLE VI AFFIRMATIVE COVENANTS			66
Section 6.01 Financial Statements and other Information			66
Section 6.02 Notices of Material Events			68
Section 6.03 Existence; Conduct of Business			68
Section 6.04 Payment of Obligations			69
Section 6.05 Maintenance of Property; Insurance			69
Section 6.06 Books and Records; Inspection Rights			69
Section 6.07 Compliance with Laws			69
Section 6.08 Use of Proceeds and Letters of Credit			69
Section 6.09 Compliance with Environmental Laws			69
Section 6.10 Certain Subsidiaries to Guarantee			70
ARTICLE VII NEGATIVE COVENANTS			70
Section 7.01 Indebtedness			71
Section 7.02 Liens			71

TABLE OF CONTENTS
(continued)

		Page
Section 7.03 Fundamental Changes			72
Section 7.04 Investments, Loans, Advances, Guarantees and Acquisitions			73
Section 7.05 Hedge Agreements			74
Section 7.06 Restricted Payments			74
Section 7.07 Financial Covenants			75
Section 7.08 Transactions with Affiliates			75
Section 7.09 Limitation on Certain Restrictive Agreements			75
Section 7.10 Accounting Changes			76
Section 7.11 Plan Terminations, Minimum Funding, etc.			76
Section 7.12 Anti-Terrorism Laws			76
ARTICLE VIII EVENTS OF DEFAULT			76
Section 8.01 Events of Default			76
Section 8.02 Remedies			77
Section 8.03 Application of Certain Payments and Proceeds			78
Section 8.04 Equalization			80
ARTICLE IX THE GLOBAL AGENT			81
Section 9.01 Appointment			81
Section 9.02 Delegation of Duties			82
Section 9.03 Exculpatory Provisions			82
Section 9.04 Reliance by Global Agent			82
Section 9.05 Notice of Default			83
Section 9.06 Non-Reliance			83
Section 9.07 No Reliance on Global Agent’s Customer Identification Program			83
Section 9.08 USA Patriot Act			83
Section 9.09 Indemnification			84
Section 9.10 The Global Agent in Individual Capacity			84
Section 9.11 Successor Global Agent			84
Section 9.12 Other Agents			85
ARTICLE X GUARANTY			85
Section 10.01 Guaranty by the Company			85
Section 10.02 Additional Undertaking			85
Section 10.03 Guaranty Unconditional			85

TABLE OF CONTENTS
(continued)

		Page
Section 10.04 Company Obligations to Remain in Effect; Restoration			86
Section 10.05 Waiver of Acceptance, etc.			86
Section 10.06 Subrogation			86
Section 10.07 Effect of Stay			86
ARTICLE XI MISCELLANEOUS			87
Section 11.01 Payment of Expenses etc.			87
Section 11.02 Indemnification			87
Section 11.03 Right of Setoff			88
Section 11.04 Notices			88
Section 11.05 Successors and Assigns			89
Section 11.06 No Waiver; Remedies Cumulative			93
Section 11.07 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial			94
Section 11.08 Counterparts			94
Section 11.09 Integration			94
Section 11.10 Headings Descriptive			95
Section 11.11 Amendment or Waiver			95
Section 11.12 Survival of Indemnities			96
Section 11.13 Domicile of Loans			96
Section 11.14 Confidentiality			96
Section 11.15 Limitations on Liability of the LC Issuers			97
Section 11.16 General Limitation of Liability			97
Section 11.17 No Duty			97
Section 11.18 Lenders and Agent Not Fiduciary to Borrowers, etc.			98
Section 11.19 Survival of Representations and Warranties			98
Section 11.20 Severability			98
Section 11.21 [Intentionally Omitted]			98
Section 11.22 Interest Rate Limitation			98
Section 11.23 Judgment Currency			99
Section 11.24 Press Releases and Related Matters			99
Section 11.25 Agreement of Borrowers			99
Section 11.26 Patriot Act Notification			99

EXHIBITS

Exhibit A-1 Form of Revolving Facility Note
Exhibit A-2 Form of Swing Line Note
Exhibit B-1 Form of Notice of Borrowing
Exhibit B-2 Form of Notice of Continuation or Conversion
Exhibit B-3 Form of Revolving Facility LC Request
Exhibit C-1 Form of Domestic Credit Party Guaranty
Exhibit C-2 Form of Foreign Subsidiary Guaranty
Exhibit D Form of Joinder Agreement
Exhibit E Form of Compliance Certificate
Exhibit F Form of Closing Certificate
Exhibit G Form of Assignment and Assumption
Exhibit H Form of Exemption Certificate
Exhibit I Form of Withholding Certificate
Exhibit J Form of Qualifying Certificate

SCHEDULES

Schedule 1 Lenders and Commitments
Schedule 2 Subsidiary Guarantors
Schedule 3 Existing Letters of Credit
Schedule 4 Mandatory Costs
Schedule 4.06 Disclosed Matters
Schedule 4.12 Ownership Interests
Schedule 5 Schedule 5 Foreign Subsidiaries
Schedule 7.01 Parent/Company Indebtedness in excess of $1M
Schedule 7.02 Liens

CONFORMED VERSION

     THIS CREDIT AGREEMENT is entered into as of April 15, 2008 among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the “ Company ”), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time party hereto, ABERCROMBIE & FITCH CO., a Delaware corporation (the “ Parent ”), the lenders from time to time party hereto (each a “ Lender ” and collectively, the “ Lenders ”), NATIONAL CITY BANK, as a co-lead arranger, a co-bookrunner and global administrative agent (the “ Global Agent ”), as the Swing Line Lender and an LC Issuer (each term as hereafter defined), J.P. MORGAN SECURITIES, INC., as a co-lead arranger, a co-bookrunner and as syndication agent (the “ Syndication Agent ”) and each of FIFTH THIRD BANK and HUNTINGTON NATIONAL BANK, as a documentation agent (each, in such capacity, a “ Documentation Agent ”).

     In consideration of the premises and mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below unless the context otherwise requires:

     “ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (i) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (ii) the acquisition of in excess of 50% of the stock (or other Equity Interest) of any Person, or (iii) the acquisition of another Person by a merger, amalgamation or consolidation or any other combination with such Person.

     “ Adjusted Total Debt ” means, at any time, the sum of (a) Total Debt plus (b) 600% of Forward Minimum Rent Commitments.

     “ Adjusted Commitment Percentage ” means, at any time for any Lender, the percentage obtained by dividing such Lender’s Unutilized Commitment at such time by the Unutilized Total Commitment at such time.

     “ Adjusted Eurodollar Rate ” means with respect to each Interest Period for a Eurodollar Loan, (i) the rate per annum equal to the offered rate appearing on the applicable electronic page of Reuters (or on the appropriate page of any successor to or substitute for such service, or, if such rate is not available, on the appropriate page of any generally recognized financial information service, as reasonably selected by the Global Agent from time to time) that displays an average British Bankers Association Interest Settlement Rate at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period, for U.S. Dollar deposits with a maturity comparable to such Interest Period, divided (and rounded to the nearest 1/100 of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided , however , that in the event that no rate referred to in clause (i) above is available at any such time for any reason, then the rate referred to in clause (i) shall instead be the average (rounded to the nearest 1/100 of 1%) of the rates, as reasonably determined by the Global Agent, at which U.S. Dollar deposits are offered to the Reference Banks by prime banks in the London interbank market at approximately 11:00 A.M. (London time), two Business Days prior to the commencement of

such Interest Period, for contracts that would be entered into at the commencement of such Interest Period for the same duration as such Interest Period.

     “ Adjusted Foreign Currency Rate ” means with respect to each Interest Period for any Foreign Currency Loan, (i) the rate per annum equal to the offered rate appearing on the applicable electronic page of Reuters (or on the appropriate page of any successor to or substitute for such service, or, if such rate is not available, on the appropriate page of any generally recognized financial information service, as reasonably selected by the Global Agent from time to time) that displays an average British Bankers Association Interest Settlement Rate at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period (or in the case of any Foreign Currency Loan denominated in British pounds on the first day of such Interest Period) for deposits in the applicable Designated Foreign Currency with a maturity comparable to such Interest Period, divided (and rounded to the nearest 1/100 of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided , however , that in the event that no rate referred to in clause (i) above is available at any such time for any reason, then the rate referred to in clause (i) shall instead be the average (rounded to the nearest 1/100 of 1%) of the rates, as reasonably determined by the Global Agent, at which deposits in the applicable Designated Foreign Currency are offered to the Reference Banks by prime banks in the London interbank market at approximately 11:00 A.M. (London time), two Business Days prior to the commencement of such Interest Period (or in the case of any Foreign Currency Loan denominated in British pounds on the first day of such Interest Period), for contracts that would be entered into at the commencement of such Interest Period for the same duration as such Interest Period.

     “ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Notwithstanding the foregoing, neither the Global Agent nor any Lender shall in any event be considered an Affiliate of the Company or any of its Subsidiaries.

     “ Aggregate Canadian Sub-Facility Exposure ” means, at any time, the sum of the Dollar Equivalent of the principal amounts of all Canadian Revolving Loans outstanding at such time.

     “ Aggregate Credit Facility Exposure ” means, at any time, the sum of (i) the Aggregate Revolving Facility Exposure at such time, and (ii) the Aggregate Canadian Sub-Facility Exposure at such time.

     “ Aggregate Revolving Facility Exposure ” means, at any time, the sum of (i) the Dollar Equivalent of the principal amounts of all Revolving Loans made by all Lenders and outstanding at such time, (ii) the amount of the Revolving Facility LC Outstandings at such time, and (iii) the Dollar Equivalent of the principal amounts of all Swing Loans outstanding at such time.

     “ Agreement ” means this Credit Agreement, as the same may be from time to time further modified, amended, restated or supplemented.

     “ Anti-Terrorism Law ” means the USA Patriot Act or any other law pertaining to the prevention of future acts of terrorism, in each case as such law may be amended from time to time.

     “ Applicable Facility Fee Rate ” means for any day:

     (i) As of the Closing Date, until changed hereunder in accordance with the provisions set forth in this definition, 12.5 basis points;

     (ii) Commencing with the fiscal quarter of the Parent ended on August 2, 2008, and continuing with each fiscal quarter thereafter, the Global Agent shall determine the Applicable Facility Fee Rate in accordance with the following matrix, based on the Leverage Ratio for the most recent determination date:

Leverage Ratio		Applicable Facility Fee Rate
Level I		12.5 bps
< 1.50 to 1.00
Level II		15.0 bps
> 1 .50 to 1.00 and < 2.00 to 1.00
Level III		17.5 bps
> 2.00 to 1.00 and < 2.50 to 1.00
Level IV		20.0 bps
> 2.50 to 1.00 and < 3.00 to 1.00
Level V		22.5 bps
> 3.00 to 1.00

     (iii) For the purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Parent’s fiscal year based upon the Parent’s consolidated financial statements delivered pursuant to Section 6.01(a) or (b) and (ii) each change in the Applicable Facility Fee Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Global Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Ratio shall be deemed to be in Level V (A) at any time that an Event of Default has occurred and has been continuing for 15 days (or, in the case of any Event of Default under Section 8.01(g), immediately upon such occurrence) and the Global Agent, so notifies the Borrower, and provided further that, immediately following the remedy and/or waiver or cure of the relevant Event of Default, the Leverage Ratio shall be deemed to have been reinstated to the Level which would otherwise be applicable (and the Applicable Facility Fee Rate adjusted accordingly), or (B) subject to the Global Agent’s discretion, if the Parent fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 6.01(a) or (b), during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered. The Global Agent will promptly provide notice of any determination of the Applicable Facility Fee Rate to the Company and the Lenders. Any such determination by the Global Agent shall be conclusive and binding absent manifest error.

     “ Applicable Margin ” means, for any day:

     (i) As of the Closing Date, until changed hereunder in accordance with the following provisions, 50.00 basis points;

     (ii) Commencing with the fiscal quarter of the Parent ended on August 2, 2008, and continuing with each fiscal quarter thereafter, the Global Agent shall determine the Applicable Margin in accordance with the following matrix, based on the Leverage Ratio for the most recent determination date:

Leverage Ratio		Applicable Margin
Level I		50.0 bps
< 1.50 to 1.00
Level II		60.0 bps
> 1.50 to 1.00 and < 2.00 to 1.00
Level III		70.0 bps
> 2.00 to 1.00 and < 2.50 to 1.00
Level IV		80.0 bps
> 2.50 to 1.00 and < 3.00 to 1.00
Level V		90.0 bps
> 3.00 to 1.00

     (iii) For the purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Parent’s fiscal year based upon the Parent’s consolidated financial statements delivered pursuant to Section 6.01(a) or (b) and (ii) each change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Global Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Ratio shall be deemed to be in Level V (A) at any time that an Event of Default has occurred and has been continuing for 15 days (or, in the case of any Event of Default under Section 8.01(g), immediately upon such occurrence) and the Global Agent, so notifies the Borrower, and provided further that, immediately following the remedy and/or waiver or cure of the relevant Event of Default, the Leverage Ratio shall be deemed to have been reinstated to the Level which would otherwise be applicable (and the Applicable Margin adjusted accordingly) or (B) subject to the Global Agent’s discretion, if the Parent fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 6.01(a) or (b), during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered. Any changes in the Applicable Margin shall be determined by the Global Agent in accordance with the provisions set forth in this definition, and the Global Agent will promptly provide notice of such determinations to the Company and the Lenders. Any such determination by the Global Agent shall be conclusive and binding absent manifest error.

     “ Applicable Reimbursement Date ” has the meaning provided in Section 2.05(h)(i).

     “ Arrangement Fee Letter ” means the Arrangement Fee Letter dated as of the Closing Date among the Company, National City Bank and JPMorgan Securities, Inc.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by the definition of “Eligible Assignee” or by Section 11.05(c)), and accepted by the Global Agent, in the form of Exhibit G or any other form approved by the Global Agent.

     “ Augmenting Revolving Lender ” has the meaning provided in Section 2.17.

     “ Authorized Officer ” means (i) with respect to the Parent, any of the following officers: the Chief Executive Officer, the Chief Financial Officer, the Treasurer or the Assistant Treasurer, and (ii) with respect to the Company, any of the following officers: the President, the Chief Financial Officer, the Vice President, the Treasurer or the Assistant Treasurer, and (iii) with respect to any Subsidiary of the Company, any of the following officers: the President, the Chief Financial Officer, the Vice President, the Treasurer or the Assistant Treasurer of such Subsidiary or such other Person as is authorized in writing to act on behalf of such Subsidiary and is acceptable to the Global Agent. Unless otherwise qualified, all references herein to an Authorized Officer shall refer to an Authorized Officer of the Company.

     “ Availability Period ” means the period from and including the Closing Date to but excluding the Credit Facility Termination Date.

     “ BA Equivalent Loan ” means each Canadian Revolving Loan bearing interest at a rate based upon the BA Equivalent Rate.

     “ BA Equivalent Rate ” means the rate per annum determined by reference to the average rate quoted on the Reuters Monitor Screen (Page CDOR, or such other page as may replace such page on such screen for the purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances) applicable to Canadian Dollar bankers’ acceptances (on a 365 day basis) with a term comparable to the applicable Interest Period, plus, except in the case of any Lender that is a Schedule I Canadian Lender, 0.10%.

     “ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, as hereafter amended.

     “ Base Rate ” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the greater of (i) the rate of interest publicly announced by National City Bank in Cleveland, Ohio, from time to time, as its “prime rate,” which interest rate may or may not be the lowest rate charged by it for commercial loans or other extensions of credit, or (ii) the Federal Funds Effective Rate in effect from time to time, determined one Business Day in arrears, plus 1/2 of 1% per annum.

     “ Base Rate Loan ” means a Canadian Prime Rate Loan or US Base Rate Loan.

     “ Benefited Creditors ” means, with respect to the Company’s Guarantee Obligations pursuant to Article X, each of the Global Agent, the Lenders, each LC Issuer and the Swing Line Lender and each Designated Hedge Creditor, and the respective successors and assigns of each of the foregoing.

     “ Borrower ” means the Company or any Foreign Subsidiary Borrower.

     “ Borrowers ” means, collectively, the Company and all of the Foreign Subsidiary Borrowers.

     “ Borrowing ” means (a) a Revolving Borrowing, (b) a Canadian Borrowing, or (c) the incurrence of a Swing Loan.

     “ Business Day ” means any day that is not a Saturday, Sunday or any other day on which commercial banks in Cleveland, Ohio are authorized or required by law to remain closed provided that the term “Business Day” shall also exclude, with respect to any matters relating to (A) Eurodollar Loans, any day on which banks are not open for dealings in U.S. dollar deposits in the London interbank market, (B) Canadian Revolving Loans, any day on which commercial banks in Toronto, Ontario are authorized or required by law to close, and (C) Foreign Currency Loans or Revolving Facility LC Issuances in a Designated Foreign Currency, any day on which commercial banks are not open for international business

(including the clearing of currency transfers in the relevant Designated Foreign Currency) in the principal financial center of the home country of the applicable Designated Foreign Currency, and in the case of any Loan denominated in Euros, any day on which the TARGET (Trans-European Automated Real-time Gross Settlement Express Transfer) payment system is not open for the settlement of payments in Euro or any day on which banks in London are authorized of required by law to remain closed.

     “ Canadian Administrative Branch ” means, with respect to the Global Agent in its capacity as such, National City Bank, Canada Branch acting as the sub-agent of the Global Agent in accordance with the terms of this Agreement or such other branch or affiliate of the Global Agent as the Global Agent shall have designated in writing to the Borrowers and the Lenders.

     “ Canadian Borrower ” means any Foreign Subsidiary organized under the laws of Canada or any province or territory thereof that becomes the Canadian Borrower pursuant to Section 2.16; provided, however, that a Foreign Revolving Facility Borrower shall not be eligible to be the Canadian Borrower hereunder.

     “ Canadian Borrowing ” means the incurrence of Canadian Revolving Loans consisting of one Type of Canadian Revolving Loan by the Canadian Borrower from all of the Canadian Lenders on a given date (or resulting from Conversions or Continuations on a given date), having, in the case of any Fixed Rate Loans, the same Interest Period.

     “ Canadian Commitment ” means, with respect to each Canadian Lender, the amount, if any, set forth opposite such Canadian Lender’s name in Schedule 1 hereto as its “Canadian Sub-Facility Commitment” as the same may be reduced from time to time pursuant to Section 2.12(c) and as adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 11.05.

     “ Canadian Commitment Percentage ” means, at any time for any Canadian Lender, the percentage obtained by dividing such Canadian Lender’s Canadian Commitment by the Total Canadian Commitment; provided, however , that if the Total Canadian Commitment has been terminated, the Canadian Commitment Percentage for each Canadian Lender shall be determined by dividing such Canadian Lender’s Canadian Commitment immediately prior to such termination by the Total Canadian Commitment in effect immediately prior to such termination. The Canadian Commitment Percentage of each Canadian Lender as of the Closing Date is set forth on Schedule 1 hereto.

     “ Canadian Dollars ” or “C$” means the lawful currency of Canada.

     “ Canadian Lender ” means each Lender that has a Canadian Commitment or, if applicable, the Canadian Lending Installation of any Lender that has a Canadian Commitment; provided, however, that (i) if a Canadian Commitment is being provided by a Canadian Lending Installation of any Lender, then, except as specifically set forth in this Agreement, such Lender and its Canadian Lending Installation shall constitute a single “Lender” under this Agreement and the other Loan Documents, provided further that, notwithstanding the foregoing, to the extent a Canadian Commitment is being provided by a Canadian Lending Installation of any Lender, each such Canadian Lending Installation shall be entitled to all of the benefits, indemnifications and protections set forth in this Agreement or any other Loan Document, including, but not limited to, those set forth in Article III, Section 11.01 and Section 11.02, and (ii) no Lender, and no Canadian Lending Installation of any Lender, may be or become a Canadian Lender hereunder unless such Lender or the Canadian Lending Installation of such Lender, as the case may be, is (x) a resident of Canada within the meaning of the Income Tax Act (Canada) for the purposes of the withholding tax provisions in Part XIII of the Income Tax Act (Canada) or (y) an “authorized foreign bank” as defined in Section 2 of the Bank Act (Canada), or (z) is a Person whose lending activities are not regulated by the Bank Act (Canada).

     “ Canadian Lending Installation ” means, with respect to any Lender, any office, branch, subsidiary or Affiliate of such Lender that is designated in writing by such Lender to the Global Agent as being responsible for funding or maintaining a Canadian Commitment.

     “ Canadian Obligations ” means all amounts and indemnities, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by a Canadian Borrower to the Global Agent or any Canadian Lender pursuant to the terms of this Agreement or any other Loan Document (including, but not limited to, interest and fees that accrue after the commencement by or against any Credit Party of any insolvency proceeding, regardless of whether such interest and fees are allowed claims in such proceeding).

     “ Canadian Payment Office ” means, with respect to all matters relating to the making and repayment of Canadian Loans, and all interest thereon, the office of the Canadian Administrative Branch of the Global Agent at 130 King Street West, Suite 2140, Toronto, Ontario, Canada M5X 1E4, Attention: William Hines (facsimile: (416) 361-0085) or such other office(s), as the Global Agent may designate to the Borrowers in writing from time to time.

     “ Canadian Prime Rate ” means, for any day, with respect to a Canadian Prime Rate Loan, the greater of (i) the annual rate of interest established from time to time by the Canadian Administrative Branch of the Global Agent as its “prime rate” then in effect for determining interest rates on Canadian Dollar denominated commercial loans in Canada and (ii) the annual rate of interest equal to the sum of (A) the CDOR Rate on that day for bankers’ acceptances issued on that day with a term to maturity of one month and (B) 0.50% per annum. Any change in the reference rate announced by the Canadian Administrative Branch of the Global Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

     “ Canadian Prime Rate Loan ” means each Canadian Revolving Loan bearing interest at a rate based upon the Canadian Prime Rate in effect from time to time.

     “ Canadian Revolving Loan ” means, with respect to each Canadian Lender, any Loan made by such Canadian Lender pursuant to Section 2.03 hereof.

     “ Canadian Sub-Facility ” means the credit facility established under Section 2.03 hereof pursuant to the Canadian Commitment of each Canadian Lender; provided , however , that the Canadian Sub-Facility shall not be available unless and until such date, if any, that the Canadian Borrower has become a Foreign Subsidiary Borrower under this Agreement in accordance with Section 2.16.

     “ Canadian Sub-Facility Exposure ” means, for any Canadian Lender at any time, the Dollar Equivalent of the principal amount of Canadian Revolving Loans made by such Canadian Lender and outstanding at such time.

     “ Capital Lease ” as applied to any Person means 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 capital leases on the balance sheet of that Person under GAAP.

     “ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any Capital Lease of the Parent or any of its Subsidiaries, without duplication, and the amount of such obligations shall be the capitalized amount thereof accounted for as liabilities identified as “capital lease obligations” (or any similar words) on a consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with GAAP.

     “ CDOR Rate ” means, for any day, the stated average of the rates applicable to C$ bankers’ acceptances for a term comparable to that for which such rate is being determined (which, in the case of a BA Equivalent Loan, shall be the Interest Period applicable thereto) and appearing as at 10:00 A.M. (Toronto time) on the “Reuters Screen CDOR Page” with respect to Schedule I Canadian Lenders on such date, or if such date is not a Business Day, then on the immediately preceding Business Day; provided , however , that if no such rate appears on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on any date shall be calculated as the arithmetic mean of the discount rates (calculated on an annual basis) for an amount comparable to that for which such rate is being determined and for the term referred to above applicable to C$ bankers’ acceptances quoted by the Schedule I Reference Canadian Lenders as of 10:00 A.M., Toronto time, on such date or, if such date is not a Business Day, then on the immediately preceding Business Day.

     “ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et seq.

     “ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, on or after the Closing Date, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof but in all cases other than the Parent or any Subsidiary of the Parent, in each case including, without limitation, in its fiduciary capacity, or any employee benefit plan of the Parent or any Subsidiary of the Parent, or any entity or trustee holding Equity Interests for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Parent or any Subsidiary of the Parent), of Equity Interests representing more than 33% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent as of the date of such acquisition; (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed by directors so nominated; or (c) the Company ceases, directly or indirectly, to be a wholly owned Subsidiary of the Parent.

     “ Charges ” has the meaning provided in Section 11.22(a).

     “ CIP Regulations ” has the meaning provided in Section 9.07.

     “ Claims ” has the meaning set forth in the definition of “Environmental Claims.”

     “ Closing Date ” means the date upon which the conditions specified in Section 5.01 are satisfied.

     “ Closing Fee Letter ” means the Closing Fee Letter dated as of the Closing Date between the Company and the Global Agent, for the benefit of the Lenders.

     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and the rulings issued thereunder. Section references to the Code are to the Code, as in effect at the Closing Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

     “ Co-Lead Arrangers ” means, collectively, National City Bank and J.P. Morgan Securities, Inc., in each case in their capacities as a co-lead arranger hereunder.

     “ Commitment ” means (i) with respect to each Lender, its obligation to make Revolving Loans and participate in Revolving Facility LC Issuances under the Revolving Facility pursuant to its Facility Commitment, (ii) the obligation of each Canadian Lender to make Canadian Revolving Loans pursuant to its Canadian Commitment, (iii) with respect to the Swing Line Lender, its obligations to make Swing

Loans under the Swing Line Facility pursuant to its Swing Line Commitment, and (iv) with respect to each LC Issuer, its obligation to issue Letters of Credit under and in accordance with the terms of this Agreement.

     “ Commodities Hedge Agreement ” means a commodities contract purchased by the Company or any of its Subsidiaries in the ordinary course of business, and not for speculative purposes, with respect to paper or other raw materials necessary to the manufacturing or production of goods in connection with the business of the Company and its Subsidiaries.

     “ Company ” has the meaning provided in the first paragraph of this Agreement.

     “ Company Guaranteed Obligations ” has the meaning provided in Section 10.01.

     “ Compliance Certificate ” has the meaning provided in Section 6.01(c).

     “ Confidential Information ” has the meaning provided in Section 11.14(b).

     “ Consolidated EBITDAR ” means, for any period, Consolidated Net Income for such period; plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of Interest Expense, income tax expense, depreciation expense, amortization expense, and Minimum Rent (plus contingent store rent) and Non-Cash Compensation Charges and minus Interest Income; all as determined in accordance with GAAP on a consolidated basis for the Parent and the Subsidiaries.

     “ Consolidated Net Income ” means for any period, the consolidated net income (or loss) of the Parent and its Subsidiaries for such period (excluding extraordinary gains and losses), as determined in accordance with GAAP on a consolidated basis.

     “ Consolidated Tangible Net Worth ” means all assets of the Parent and its Subsidiaries less goodwill, less intangible assets and less total liabilities, all on a consolidated basis and determined in conformity with GAAP.

     “ Continue ,” “ Continuation ” and “ Continued ” each refers to a continuation of a Fixed Rate Loan for an additional Interest Period as provided in Section 2.09(h)(i).

     “ 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.

     “ Convert ,” “ Conversion ” and “ Converted ” each refers to a conversion of Loans of one Type into Loans of another Type.

     “ Coverage Ratio ” means, for the Parent and the Subsidiaries on a consolidated basis at any date, the ratio of (a) Consolidated EBITDAR for the relevant Testing Period to (b) the sum of, without duplication, (x) Net Interest Expense, plus (y) scheduled payments of long-term debt, as reported in accordance with GAAP, due within twelve months of the date of determination, plus (z) the sum of (i) Minimum Rent and (ii) contingent store rent, in each case for such Testing Period.

     “ Credit Event ” means the making of any Borrowing, any Conversion or Continuation or any LC Issuance.

     “ Credit Facility ” means the credit facility established under this Agreement pursuant to the Commitments of the Lenders.

     “ Credit Facility Exposure ” means, for any Lender at any time, the sum of (i) such Lender’s Revolving Facility Exposure at such time, and (ii) if such Lender is a Canadian Lender (whether directly or by its Canadian Lending Installation), such Canadian Lender’s Canadian Sub-Facility Exposure at such time.

     “ Credit Facility Termination Date ” means the earlier of (i) April 12, 2013, and (ii) the date that the Commitments have been terminated pursuant to Section 8.02.

     “ Credit Party ” means any Domestic Credit Party or Foreign Credit Party.

     “ Default ” means any event or condition which constitutes an Event of Default or which upon notice or lapse of time or both, would unless cured or waived become an Event of Default.

     “ Default Rate ” means, for any day, a rate per annum equal to (i) the Base Rate (or if the Default Rate is being determined in connection with a Canadian Revolving Loan, the Canadian Prime Rate) in effect on such day, plus (ii) the Applicable Margin in effect on such day, plus (iii) 2.00%.

     “ Defaulting Lender ” means any Lender with respect to which a Lender Default is in effect.

     “ Designated Foreign Currency ” means Euros, British pounds, Japanese yen or any other currency (other than Dollars and Canadian Dollars) approved in writing by each of the Lenders and that is freely traded and exchangeable into Dollars.

     “ Designated Hedge Agreement ” means any Hedge Agreement (other than a Commodities Hedge Agreement) to which the Parent or any of its Subsidiaries is a party and as to which a Lender or any of its Affiliates is a counterparty.

     “ Designated Hedge Creditor ” means each Lender or Affiliate of a Lender that participates as a counterparty to any Credit Party pursuant to any Designated Hedge Agreement with such Lender or Affiliate of such Lender.

     “ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 4.06.

     “ Dollars ,” “ U.S. dollars ” and the sign “ $ ” each means lawful money of the United States.

     “ Dollar Equivalent ” means, on any Business Day with respect to any amount denominated in a Designated Foreign Currency or Canadian Dollars, the amount of Dollars that would be required to purchase such amount of a Designated Foreign Currency or Canadian Dollars, as the case may be, based upon the Global Agent’s spot rate (which is calculated by giving reference to the applicable electronic page of Reuters (or on the appropriate page of any successor to or substitution for such service)) at approximately 11:00 a.m. London time on the Business Day two Business Days prior to the date that the applicable event ( i.e. , the making of a Foreign Currency Loan or other Loan denominated in a currency other than Dollars, the issuance of a Letter of Credit denominated in a currency other than Dollars, or any other event which requires the determination of a Dollar Equivalent is to occur).

     “ Domestic Credit Party ” means the Parent, the Company or any Subsidiary Guarantor other than a Foreign Subsidiary Guarantor.

     “ Domestic Credit Party Guaranty ” has the meaning provided in Section 5.01(h).

     “ Domestic Lending Office ” means, with respect to each Lender, the office designated by such Lender to the Global Agent as such Lender’s lending office for all purposes of this Agreement other than those matters managed by such Lender’s Foreign Lending Office.

     “ Domestic Subsidiary ” means any Subsidiary organized under the laws of the United States of America, any state thereof, the District of Columbia, or any United States possession.

     “ Eligible Assignee ” means (i) a Lender (other than a Defaulting Lender), (ii) an Affiliate of a Lender (other than a Defaulting Lender), and (iii) any other Person (other than a natural Person) approved by (A) the Global Agent, (B) each LC Issuer, and (C) unless an Event of Default has occurred and is continuing, the Company (each such approval not to be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, “ Eligible Assignee ” shall not include the Parent, the Company or any of its Subsidiaries; provided, further, that the Borrower shall not be deemed to have unreasonably withheld or delayed the provision of its consent if, as a result of a participation by a Lender pursuant to Section 11.05(b), an assignment by a Lender pursuant to Section 11.05(c) or any other provision of this Agreement, a Borrower would be obliged to make a payment to the proposed assignee of the Loans, Revolving Facility LC Participations, Swing Loan Participations and/or Commitments (or any other Lender) under Section 3.01, Section 3.03 or Section 3.04 of this Agreement to the extent such payment would not have been otherwise due to the assigning Lender.

     “ Environmental Claims ” means any and all global, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such law (hereafter “ Claims ”), including, without limitation, (i) any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the storage, treatment or Release (as defined in CERCLA) of any Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

     “ Environmental Law ” means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect and in each case as amended, and any binding and enforceable judicial or global interpretation thereof, including any judicial or global order, consent, decree or judgment issued to or rendered against the Parent or any of its Subsidiaries relating to the environment or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq. ; the Clean Air Act, 42 U.S.C. § 7401 et seq. ; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq. ; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq. ; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq. , the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq. ; and any state and local or foreign counterparts or equivalents, in each case as amended from time to time.

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

     “ Equalization Date ” means the date upon the earliest to occur of (i) the termination of all of the Commitments pursuant to Section 8.02(a), (ii) the acceleration of all of the Obligations pursuant to Section 8.03(b), (iii) the occurrence of an Event of Default pursuant to Section 8.01(g), or (iv) the Credit Facility Termination Date, to the extent that any of the Obligations remain outstanding as of the close of business (local time in the Notice Office) as of such date.

     “ Equalization Percentage ” means, with respect to each Lender, a percentage determined for such Lender on the Equalization Date obtained by dividing the Credit Facility Exposure of such Lender on the Equalization Date by the Aggregate Credit Facility Exposure on the Equalization Date, in each case as calculated, with respect to any amounts outstanding in a Designated Foreign Currency or Canadian Dollars, using the Dollar Equivalent of such amount in effect on the Equalization Date, as the foregoing percentage may be adjusted as a result of any assignments made pursuant to Section 11.05 after the Equalization Date.

     “ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the Closing Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

     “ ERISA Affiliate ” means any trade or business (whether or not incorporated) or any Person (as defined in Section 3(9) of ERISA), that, together with the Parent or a Subsidiary of the Parent is treated as a “single employer” (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the Parent or a Subsidiary of the Parent being or having been a general partner of such Person.

     “ Eurodollar Loan ” means each Revolving Loan bearing interest at a rate based upon the Adjusted Eurodollar Rate.

     “ Event of Default ” has the meaning provided in Section 8.01.

     “ Excluded Taxes ” has the meaning provided in Section 3.03(a).

     “ Exemption Certificate ” has the meaning provided in Section 3.03(b).

     “ Existing Credit Agreement ” means the Credit Agreement, dated as of November 14, 2002, as amended and restated as of December 15, 2004, among the Company, the Parent, the lenders party thereto, National City Bank, as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent, as amended.

     “ Existing Letters of Credit ” means each of the letters of credit issued under the Existing Credit Agreement that are more fully described on Schedule 3 hereto.

     “ FAS 13/98 Transactions ” means any real estate transaction that falls within the scope of EITF No. 97-10 “The Effect of Lessee Involvement in Asset Construction” or qualifies for sale-leaseback treatment under FAS No. 13 or No. 98 or is accounted for under FAS No. 66, but with respect to which neither the Parent nor any of its Subsidiaries has acquired and sold the asset that is the subject of such transaction.

     “ Facility Commitment ” means, with respect to each Lender, the amount set forth opposite such Lender’s name in Schedule 1 hereto as its Facility Commitment as the same may be reduced from time to time pursuant to Section 2.12(c), increased from time to time pursuant to Section 2.17 or adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 11.05.

     “ Facility Fees ” has the meaning provided in Section 2.11(a).

     “ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 ^th of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 ^th of 10%) of the quotations for such day on such transactions received by the Global Agent from three Federal funds brokers of recognized standing selected by the Global Agent.

     “ Fees ” means all amounts payable pursuant to, or referred to in, Section 2.11.

     “ Financial Officer ” means the Chief Financial Officer, Chief Operations Officer or the Vice President having authority over financial matters or the Treasurer of the Company.

     “ Financial Projections ” has the meaning provided in Section 4.04(b).

     “ Fixed Commitment Percentage ” means, at any time for any Lender, the percentage obtained by dividing such Lender’s Facility Commitment by the Total Facility Commitment; provided, however , that if the Total Facility Commitment has been terminated, the Fixed Commitment Percentage for each Lender shall be determined by dividing such Lender’s Facility Commitment immediately prior to such termination by the Total Facility Commitment immediately prior to such termination. The Fixed Commitment Percentage of each Lender as of the Closing Date is set forth on Schedule 1 hereto.

     “ Fixed Rate Loan ” means any Eurodollar Loan, Foreign Currency Loan or BA Equivalent Loan.

     “ Foreign Credit Party ” means any Foreign Subsidiary Borrower or any Foreign Subsidiary Guarantor.

     “ Foreign Currency Loan ” means each Revolving Loan denominated in a Designated Foreign Currency and bearing interest at a rate based upon the Adjusted Foreign Currency Rate.

     “ Foreign Exposure ” means, as the context may require, the Aggregate Canadian Sub-Facility Exposure, the Canadian Sub-Facility Exposure, or the Foreign Subsidiary Borrower Exposure.

     “ Foreign Guaranty Principles ” means the following principles: (i) a Foreign Subsidiary shall not be required to enter into a Foreign Subsidiary Guaranty if it, the Parent, or any Subsidiary of the Parent would be reasonably likely to be obliged to pay any additional amounts in respect of Taxes in any jurisdiction; (ii) a Foreign Subsidiary shall not be required to enter into a Foreign Subsidiary Guaranty to the extent that it would constitute an unlawful act of the relevant Foreign Subsidiary or any of its officers or directors or result in any breach of corporate benefit, financial assistance, fraudulent preference or thin capitalization laws or regulations of any jurisdiction; (iii) Foreign Subsidiary Guarantors shall only be required to guarantee the obligation of a Foreign Subsidiary Borrower that is the direct parent company of such Foreign Subsidiary Guarantor (the “ Foreign Subsidiary Borrower Parent ”); and (iv) the maximum amount recoverable from a Foreign Subsidiary Guarantor under a Foreign Subsidiary Guaranty shall be limited to the aggregate of any amounts borrowed by the relevant Foreign Subsidiary Guarantor from its

Foreign Subsidiary Borrower Parent where the monies lent by the Foreign Subsidiary Borrower Parent to the relevant Foreign Subsidiary Guarantor have been obtained from Loans made under the Agreement.

     “ Foreign Lending Office ” means, with respect to each Lender, in the case of matters relating to the Foreign Subsidiary Borrowers, the office(s) designated by such Lender to the Global Agent as such Lender’s lending office(s) for purposes of making Loans to each such Foreign Subsidiary Borrower.

     “ Foreign Revolving Facility Borrower ” means any Foreign Subsidiary that becomes a Revolving Facility Borrower pursuant to Section 2.16 hereof; provided, however, that the Canadian Borrower shall not be eligible to be a Foreign Revolving Facility Borrower hereunder.

     “ Foreign Revolving Facility Borrower Obligations ” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by any Foreign Revolving Facility Borrower to the Global Agent, any Lender or any LC Issuer pursuant to the terms of this Agreement or any other Loan Document (including, but not limited to, interest and fees that accrue after the commencement by or against any Credit Party of any insolvency proceeding, regardless of whether such interest and fees are allowed claims in such proceeding).

     “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

     “ Foreign Subsidiary Borrower ” means the Canadian Borrower or Foreign Revolving Facility Borrower.

     “ Foreign Subsidiary Borrower Exposure ” means, at any time, the Aggregate Revolving Facility Exposure in respect of the Foreign Revolving Facility Borrowers at such time.

     “ Foreign Subsidiary Borrower Parent ” has the meaning provided in the definition of “Foreign Guaranty Principles.”

     “ Foreign Subsidiary Guarantor ” has the meaning provided in Section 5.02(iii).

     “ Foreign Subsidiary Guaranty ” has the meaning provided in Section 5.02(iii).

     “ Forward Minimum Rent Commitments ” means Minimum Rent commitments (less related sublease income) under non-cancelable store leases, including under any such store leases of any Person other than the Parent, the Company or a Subsidiary to the extent, directly or indirectly guaranteed, endorsed or assumed by the Parent, the Company or any Subsidiary or in respect of which the Parent, the Company or any Subsidiary is primarily liable (or contingently or otherwise liable), for the fiscal year following the Parent’s most recently ended fiscal year, as certified by a Financial Officer.

     “ Funding Amount ” means, with respect to any Revolving Borrowing or Revolving Facility LC Issuance, such Lender’s pro rata share of such Revolving Borrowing or Revolving Facility LC Issuance based upon such Lender’s applicable Funding Percentage in effect at the time such Revolving Borrowing is to be made or such Revolving Facility LC Issuance.

     “ Funding Percentage ” means, for each Lender at the time of any Revolving Borrowing or Revolving Facility LC Issuance, (i) if there is no Aggregate Canadian Sub-Facility Exposure, such Lender’s Fixed Commitment Percentage, or (ii) if there is any Aggregate Canadian Sub-Facility Exposure, such Lender’s Adjusted Commitment Percentage.

     “ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time.

     “ Global Agent ” has the meaning provided in the first paragraph of this Agreement and shall include any successor to the Global Agent appointed pursuant to Section 9.11.

     “ Global Agent Fee Letter ” means the Global Agent Fee Letter dated as of the Closing Date between the Company and the Global Agent.

     “ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state, provincial, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank, global tribunal, or other entity exercising executive, legislative, judicial, taxing, regulatory, administrative or global powers or functions of or pertaining to government.

     “ Guarantors ” means, collectively, the Parent and the Subsidiary Guarantors.

     “ Guarantee Obligations ” as to any Person (the “guarantor”) means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee Obligation shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

     “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, friable asbestos or materials containing friable asbestos, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

     “ Hedge Agreement ” means (i) any interest rate swap agreement, any interest rate cap agreement, any interest rate collar agreement or other similar interest rate management agreement or arrangement, (ii) any currency swap or option agreement, foreign exchange contract, forward currency purchase agreement or similar currency management agreement or arrangement or (iii) any Commodities Hedge Agreement.

     “ Immaterial Subsidiary ” means any Subsidiary of the Company other than a Material Subsidiary.

     “ Increased Costs ” has the meaning provided in Section 3.01(a)(ii).

     “ Increasing Revolving Lender ” has the meaning provided in Section 2.17.

     “ Incremental Facility Amount ” means $150,000,000.

     “ Indebtedness ” of any Person means without duplication (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantee Obligations of such Person with respect to Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) the present value, determined on the basis of the implicit interest rate, of all basic rental obligations under all Synthetic Leases of such Person, (k) all obligations of such Person with respect to asset securitization financing, (l) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e. , take-or-pay and similar obligations in excess of the aggregate for all such obligations of $1,000,000, and (m) the full outstanding balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject to potential recourse, if sold with limited recourse, other than for breach of representations and/or warranties by the seller or its Affiliate), other than in any such case any thereof sold solely for purposes of collection of delinquent accounts. The Indebtedness of any Person shall include, without duplication, the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor

     “ Indemnitees ” has the meaning provided in Section 11.02.

     “ Insolvency Event ” means, with respect to any Person, (i) the commencement of a voluntary case or proceeding by such Person under the Bankruptcy Code or the seeking of relief by such Person under any bankruptcy or insolvency or analogous law in any jurisdiction outside of the United States (including, without limitation, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or the Winding-Up and Restructuring Act (Canada) (collectively, the “ Canadian Insolvency Acts ”); (ii) the commencement of an involuntary case against such Person under the Bankruptcy Code or the Canadian Insolvency Acts and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; (iii) a custodian (as defined in the Bankruptcy Code) or a receiver, interim receiver, trustee or monitor, or any similar person under any insolvency law is appointed for, or takes charge of, all or substantially all of the property of such Person; (iv) such Person commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, interim receiver, monitor, custodian, trustee, conservator or liquidator (collectively, a “ conservator ”) of such Person or all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to such Person; (v) any such proceeding of the type set forth in clause (iv) above is commenced against such Person to the extent such proceeding is consented to by such Person or remains undismissed for a period of 60 days; (vi) such Person is adjudicated insolvent or bankrupt; (vii) any order of relief or other order approving any such case or proceeding is entered; (viii) such Person suffers any appointment of any conservator or the like for it or any substantial part of its property that continues undischarged or unstayed for a period of 60 days; (ix) such Person makes a general assignment for the benefit of creditors or generally does not pay its debts as such debts become due; or (x) any corporate (or similar organizational) action is taken by such Person for the purpose of effecting any of the foregoing.

     “ Interest Expense ” means, for any period, the gross interest expense of the Parent and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

     “ Interest Income ” means, for any period, interest income of the Parent and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

     “ Interest Payment Date ” has the meaning provided in Section 2.09(e).

     “ Interest Period ” means, with respect to each Fixed Rate Loan, a period of one, two, three or six months as selected by the applicable Borrower; provided, however, that (i) the initial Interest Period for any Borrowing of such Fixed Rate Loan shall commence on the date of such Borrowing (the date of a Borrowing resulting from a Conversion or Continuation shall be the date of such Conversion or Continuation) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, however, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iv) no Interest Period for any Fixed Rate Loan may be selected that would end after the Credit Facility Termination Date; (v) if, upon the expiration of any Interest Period, the applicable Borrower has failed to (but is otherwise permitted to) elect a new Interest Period to be applicable to the respective Borrowing of any Fixed Rate Loan, such Borrower shall be deemed to have elected to Continue such Borrowing as a Fixed Rate Loan with the same Interest Period as the Fixed Rate Loan that is then expiring; and (vi) if, upon the expiration of any Interest Period, the applicable Borrower is not permitted to elect a new Interest Period to be applicable to the respective Borrowing of any Fixed Rate Loan (other than a Foreign Currency Loan), such Borrower shall be deemed to have elected to Convert such Borrowing to a Base Rate Loan, or in the case of any Foreign Currency Loan, effective as of the expiration date of such current Interest Period, such Borrower shall be required to repay the same in full.

     “ Joinder Agreement ” has the meaning provided in Section 5.02(i).

     “ Judgment Amount ” has the meaning provided in Section 11.23.

     “ LC Documents ” means, with respect to any Letter of Credit, any documents executed in connection with such Letter of Credit, including the Letter of Credit itself.

     “ LC Fee ” means any of the fees payable pursuant to Section 2.11(c) in respect of Letters of Credit.

     “ LC Issuance ” means any Revolving Facility LC Issuance.

     “ LC Issuer ” means with respect to any Revolving Facility Letter of Credit, National City Bank or any of its Affiliates, The Huntington National Bank, or such other Lender that is requested by the Company and agrees to be an LC Issuer hereunder and is approved by the Global Agent, which approval shall not be unreasonably withheld or delayed.

     “ LC Obligor ” means with respect to any Revolving Facility Letter of Credit, the Company, any other Revolving Facility Borrower or any Subsidiary.

     “ Leaseholds ” of any Person means all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

     “ Lender ” and “ Lenders ” have the meaning provided in the first paragraph of this Agreement and includes any other Person that becomes a party hereto pursuant to an Assignment and Assumption, other

than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “ Lenders ” includes the Swing Line Lender.

     “ Lender Default ” means (i) the refusal (which has not been retracted) of a Lender in violation of the requirements of this Agreement to make available its portion of any Borrowing or to fund its portion of any Revolving Facility LC Participation or Swing Loan Participation, as the case may be, unless the same is the subject of a good faith dispute, or (ii) a Lender having notified the Global Agent that it does not intend to comply with its obligations under Article II, in the case of (ii) as a result of the appointment of a receiver or conservator with respect to such Lender at the direction or request of any regulatory agency or authority.

     “ Lender Register ” has the meaning provided in Section 2.08(b).

     “ Letter of Credit ” means any Revolving Facility Letter of Credit.

     “ Leverage Ratio ” means for the Parent and the Subsidiaries on a consolidated basis at any date, the ratio of (i) Adjusted Total Debt to (ii) Consolidated EBITDAR for the Testing Period then ended.

     “ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

     “ Loan ” means any Revolving Loan, Canadian Revolving Loan or Swing Loan.

     “ Loan Documents ” means this Agreement, the Notes, the Parent Guaranty, the Domestic Credit Party Guaranty, the Foreign Subsidiary Guaranty, the Global Agent Fee Letter, the Closing Fee Letter, any Joinder Agreement and any LC Document.

     “ Loss ” has the meaning provided in Section 11.23.

     “ Mandatory Costs ” means those costs calculated in accordance with Schedule 4 .

     “ Margin Stock ” has the meaning provided in Regulation U.

     “ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, results of operations or financial condition of the Parent and the Subsidiaries taken as a whole, (b) the ability of the Parent or the Borrower to perform any of its obligations under this Agreement or any other Loan Document or (c) the rights of or benefits available to the Lenders under this Agreement or any Loan Document.

     “ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedge Agreements, of any one or more of the Parent, the Borrower and the Subsidiaries in an aggregate principal amount exceeding $25,000,000 (or the Dollar Equivalent thereof). For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Parent, the Borrower or any Subsidiary in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Parent, the Borrower or such Subsidiary would be required to pay if such Hedge Agreement were terminated at such time.

     “ Material Subsidiary ” means (a) the Borrower, (b) any Subsidiary owning an Equity Interest in a Material Subsidiary and (c) any other Subsidiary (i) the consolidated revenues of which for the most recent fiscal year of the Parent for which audited financial statements have been delivered pursuant to Section 6.01 were greater than 10% of the Parent’s consolidated revenues for such fiscal year or (ii) the consolidated tangible assets of which as of the end of such fiscal year were greater than 10% of the Parent’s consolidated tangible assets as of such date or (iii) the EBITDAR of which as of the end of such fiscal year was greater than 10% of Consolidated EBITDAR for such fiscal year.

     “ Maximum Credit Facility Amount ” means the Dollar Equivalent of $450,000,000, as such amount may be reduced pursuant to Section 2.12 or increased pursuant to Section 2.17.

     “ Maximum Foreign Exposure Amount ” means the Dollar Equivalent of $225,000,000, as such amount may be reduced pursuant to Section 2.12.

     “ Maximum Rate ” has the meaning provided in Section 11.22.

     “ Minimum Borrowing Amount ” means (i) with respect to any US Base Rate Loan, $5,000,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), with minimum increments thereafter of $1,000,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), (ii) with respect to any Eurodollar Loan or Foreign Currency Loan, $5,000,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), with minimum increments thereafter of $1,000,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), (iii) with respect to any Canadian Prime Rate Loan, C$5,000,000, with minimum increments thereafter of C$1,000,000, (iv) with respect to any BA Equivalent Loan C$5,000,000, with minimum increments thereafter of C$1,000,000, and (v) with respect to Swing Loans, $500,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), with minimum increments thereafter of $500,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency).

     “ Minimum Rent ” means total store rent expense less contingent store rent.

     “ Moody’s ” means Moody’s Investors Service, Inc. and its successors.

     “ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Parent, the Company or any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the preceding three plan years made or accrued an obligation to make contributions.

     “ Multiple Employer Plan ” means an employee benefit plan, other than a Multiemployer Plan, to which the Parent, the Company or any ERISA Affiliate, and one or more employers other than the Parent, the Company or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Parent, the Company or an ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

     “ 1934 Act ” shall mean the Securities Exchange Act of 1934, as amended.

     “ Net Interest Expense ” means the greater of (a) zero and (b) Interest Expense less Interest Income.

     “ Non-Canadian Lender ” means any Lender that does not have a Canadian Commitment (either directly or by its Canadian Lending Installation).

     “ Non-Cash Compensation Charge ” means, for any period, non-cash compensation expenses or other non-cash charges arising from the grant of or issuance of stock options in connection with employee plans or other equity compensation arrangements.

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

     “ Non-Increasing Revolving Lender ” has the meaning provided in Section 2.17.

     “ Non-refundable Portion of Swiss Withholding Tax ” has the meaning provided in paragraph (iii) of Section 2.09(h).

     “ Note ” means a Revolving Facility Note or the Swing Line Note, as applicable.

     “ Notice of Borrowing ” has the meaning provided in Section 2.06(b).

     “ Notice of Continuation or Conversion ” has the meaning provided in Section 2.10(c).

     “ Notice of Swing Line Refunding ” has the meaning provided in Section 2.04(b).

     “ Notice Office ” means the office of the Global Agent at 629 Euclid Avenue, Locator 01-3028, Cleveland, Ohio 44114, Attention: Agent Services (facsimile: (216) 222-0103), or such other office as the Global Agent may designate in writing to the Company from time to time.

     “ Notifiable Party ” has the meaning provided in Section 2.05(h)(i).

     “ Obligations ” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the Borrowers or any other Credit Party to the Global Agent, any Lender, the Swing Line Lender or any LC Issuer pursuant to the terms of this Agreement or any other Loan Document (including, but not limited to, interest and fees that accrue after the commencement by or against any Credit Party of any insolvency proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code).

     “ Operating Lease ” as applied to any Person means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is not accounted for as a Capital Lease on the balance sheet of that Person.

     “ Organizational Documents ” means, with respect to any Person (other than an individual), such Person’s Articles (Certificate) of Incorporation, or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the foregoing.

     “ Original Due Date ” has the meaning provided in Section 11.23.

     “ Other Taxes ” has the meaning provided in Section 11.01.

     “ Parent ” has the meaning provided in the first paragraph of this Agreement.

     “ Participant ” has the meaning provided in Section 11.05(b).

     “ Payment Office ” means, with respect to all matters other than those relating to the making and repayment of Canadian Revolving Loans or other Canadian Obligations, the office of the Global Agent at 629 Euclid Avenue, Locator 01-3028, Cleveland, Ohio 44114, Attention: Agent Services (facsimile: (216)

222-0103), or such other office(s), as the Global Agent may designate to the Company in writing from time to time.

     “ Payment Sharing Percentage ” means, with respect to any Lender or Canadian Lender at any time (i) with respect to any payment relating to the Revolving Facility, (A) if there is no Aggregate Canadian Sub-Facility Exposure, such Lender’s Fixed Commitment Percentage or (B) if there is any Aggregate Canadian Sub-Facility Exposure, the percentage obtained by dividing such Lender’s Revolving Facility Exposure immediately prior to such payment by the Aggregate Revolving Facility Exposure immediately prior to such payment, and (ii) with respect to any payment relating to the Canadian Sub-Facility, such Canadian Lender’s Canadian Commitment Percentage in effect at such time.

     “ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

     “ Permitted Acquisition ” means any Acquisition as to which all of the following conditions are satisfied:

     (i) such Acquisition involves a line or lines of business that is or are complementary to the lines of business in which the Parent and its Subsidiaries, considered as an entirety, are engaged on the Closing Date;

     (ii) no Default or Event of Default is continuing at the time of or immediately after giving effect to such Acquisition; and

     (iii) the Parent and its Subsidiaries would, after giving effect to such Acquisition, be in Pro Forma Compliance with the financial covenants contained in Section 7.07.

     “ Permitted Investments ” means:

     (a) direct obligations of the United States Treasury;

     (b) debt securities of United States Federal agencies and United States government sponsored enterprises which carry the explicit or implied guarantee of the United States Government, including the Government National Mortgage Association, the Federal Home Loan Bank, the Federal Farm Credit Bank, the Federal National Mortgage Association, and the Student Loan Marketing Association;

     (c) certificates of deposit and banker’s acceptances of domestic or foreign banking institutions with total assets in excess of US$1,000,000,000 and which are rated S&P and Moody’s A-1/P-1 or the equivalent;

     (d) corporate debt instruments (including Rule 144A debt securities) which are denominated and payable in U.S. dollars and are issued by companies which carry a rating of A1/A+ or better, or in the case of commercial paper are rated A2/P2 or better;

     (e) asset-backed securities of auto and credit card receivables issuers carrying an S&P rating of AAA or better;

     (f) auction preferred stock and auction rate certificates rated at least AA by S&P (or the equivalent) that have not more than 180 days until the next auction at date of purchase;

     (g) short-term tax exempt debt obligations of Governmental Authorities consisting of municipal notes, commercial paper, auction rate notes and floating rate notes rated A1/P1 by S&P and Moody’s, municipal notes rated SP1/MIG-1 or better and bonds rated AA or better;

     (h) repurchase agreements with major banks and dealers that are recognized as primary dealers by the Federal Reserve Bank of New York and which are collateralized by United States Treasury or agencies securities valued at 102% of the purchase price;

     (i) United States money market funds that comply with the requirements of Rule 2a-7 under the Investment Company Act of 1940 and are rated as least AA/Aa by S&P and Moody’s; and

     (j) in the case of any Foreign Subsidiary, obligations and securities of any foreign Governmental Authority or financial institution meeting substantially similar criteria.

     “ Permitted Lien ” means:

     (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 6.04;

     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 6.04;

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

     (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (e) easements, servitudes, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

     (f) interests of a lessor or lessee arising under a lease;

     (g) Liens resulting from judgments provided such judgments in the aggregate do not constitute an Event of Default under clause (k) of Section 8.01; and

     (h) Liens on assets of Foreign Subsidiaries arising by operation of law (or created as a matter of mandatory law) or pursuant to customary business practice and that do not materially affect the value of such assets;

provided that the term “Permitted Lien” shall not include any Lien securing Indebtedness.

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

     “ Plan ” means any single-employer plan, as defined in Section 4001 of ERISA, that is maintained or contributed to by (or to which there is an obligation to contribute by) the Parent or a Subsidiary of the

Parent or an ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which the Parent, or a Subsidiary of the Parent or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan. For the avoidance of doubt, “Plan” does not include any employee benefit plan provided exclusively in respect of employment in any country other than the United States.

     “ primary Indebtedness ” has the meaning provided in the definition of “Guarantee Obligations.”

     “ primary obligor ” has the meaning provided in the definition of “Guarantee Obligations.”

     “ Pro Forma Basis ” means, with respect to compliance with any test or covenant hereunder, in connection with or after the occurrence of any Acquisition, compliance with such covenant or test after giving effect to such Acquisition (including pro forma adjustments arising out of events that are directly attributable to such proposed Acquisition, are factually supportable and are expected to have a continuing impact, using, for purposes of determining such compliance, the historical financial statements of all entities or assets so acquired or to be acquired, and the consolidated financial statements of the Parent and its Subsidiaries that shall be reformulated as if such Acquisition, and any other Acquisitions that have been consummated during the relevant period, and the incurrence, assumption and/or repayment of any Indebtedness or other liabilities incurred in connection with any such Acquisitions or otherwise during the relevant period had been consummated, incurred or repaid, respectively, at the beginning of such period and assuming that any such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant Acquisition at the interest rates applicable to outstanding Loans during such period.

     “ Pro Forma Compliance ” means, at any date of determination, that the Parent and its Subsidiaries would have been in compliance with the covenants set forth in Section 7.07 as of the last day of the most recently ended Testing Period (had the cash dividend or share repurchase being tested been made on the last day of such Testing Period, or, in the case of any Acquisition, on the first day of such Testing Period, and in each case computed on the basis of (a) balance sheet amounts as of the most recently completed fiscal quarter, and (b) income statement amounts for the most recently completed Testing Period, in each case, for which financial statements have been delivered to the Global Agent and, in the case of an Acquisition, calculated on a Pro Forma Basis).

     “ Prohibited Transaction ” means a transaction with respect to a Plan that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA.

     “ Purchase Date ” has the meaning provided in Section 2.04(c).

     “ Qualifying Certificate ” has the meaning provided in Section 3.03(b).

     “ Qualifying Lender ” means a Lender that is either (a) treated as a resident of a jurisdiction that has a double taxation agreement with the jurisdiction of the relevant Borrower, which double taxation agreement provides for full exemption for such Lender from any tax imposed by the jurisdiction of the relevant Borrower on interest or (b) fully exempt from the withholding of tax on interest under a relevant tax law in the jurisdiction of the relevant Borrower.

     “ Qualifying Participation ” means a participation that is entered into on terms that the relevant taxation authorities of Switzerland have confirmed will not result in any party to such participation being treated as a Swiss Non-Qualifying Lender.

     “ Quoted Rate ” means, with respect to any Swing Loan, the interest rate quoted to the Company by the Swing Line Lender and agreed to by the Company as being the interest rate applicable to such Swing Loan.

     “ RCRA ” means the Resource Conservation and Recovery Act, as the same may be amended from time to time, 42 U.S.C. § 6901 et seq.

     “ Real Property ” of any Person shall mean all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

     “ Reference Banks ” means (i) National City Bank and (ii) JP Morgan Bank N.A. or, if any of the foregoing cease to be a Lender under this Agreement, any other Lender selected by the Global Agent.

     “ Regulation D ” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

     “ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

     “ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates, other than, in the case of any Lender or any of its Affiliates, any of the shareholders of the ultimate parent company of such Lender or such Lender’s Affiliates.

     “ Relevant Amount ” has the meaning provided in Section 2.09(h)(ii).

     “ Reportable Event ” means an event described in Section 4043 of ERISA or the regulations thereunder with respect to a Plan, other than those events as to which the notice requirement is waived under subsections .22, .23, .25, .27, .28, .29, .30, .31, .32, .34, .35, .62,         .63, .64, .65 or .67 of PBGC Regulation Section 4043.

     “ Required Lenders ” means (i) at any time prior to the termination of the Commitments (whether pursuant to Section 8.02(a) or otherwise), Non-Defaulting Lenders whose Facility Commitments constitute at least 51% of the Total Facility Commitment, and (ii) at any time thereafter, Non-Defaulting Lenders whose Credit Facility Exposure constitutes at least 51% of the Aggregate Credit Facility Exposure.

     “ Restricted Payment ” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Parent, the Company or any Subsidiary, or (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of (i) the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interest of the Parent, the Company or any Subsidiary or (ii) any option, warrant or other right to acquire any such Equity Interest of the Parent, the Company or any Subsidiary.

     “ Revolving Borrowing ” means the incurrence of Revolving Loans consisting of one Type of Revolving Loan, by a Revolving Facility Borrower from the Lenders on a given date (or resulting from Conversions or Continuations on a given date) in the same currency, having in the case of any Fixed Rate Loans the same Interest Period.

     “ Revolving Facility ” means the credit facility established under Section 2.02 pursuant to the Facility Commitment of each Lender.

     “ Revolving Facility Borrower ” means the Company or any Foreign Revolving Facility Borrower.

     “ Revolving Facility Exposure ” means, for any Lender at any time, the Dollar Equivalent of the sum of (i) the principal amount of Revolving Loans made by such Lender and outstanding at such time, (ii) such Lender’s share of the Revolving Facility LC Outstandings at such time, and (iii) in the case of the Swing Line Lender, the principal amount of Swing Loans made by it and outstanding at such time.

     “ Revolving Facility LC Commitment Amount ” means $450,000,000 or the Dollar Equivalent thereof in Designated Foreign Currency as the same may be decreased pursuant to Section 2.12 or as the same may be increased pursuant to Section 2.17.

     “ Revolving Facility LC Issuance ” means the issuance of any Revolving Facility Letter of Credit by any LC Issuer for the account of an LC Obligor in accordance with the terms of this Agreement, and shall include any amendment thereto that increases the Stated Amount thereof or extends the expiry date of such Revolving Facility Letter of Credit.

     “ Revolving Facility LC Outstandings ” means, at any time, the sum, without duplication, of (i) the Dollar Equivalent of the aggregate Stated Amount of all outstanding Revolving Facility Letters of Credit and (ii) the Dollar Equivalent of the aggregate amount of all Unpaid Drawings with respect to Revolving Facility Letters of Credit.

     “ Revolving Facility LC Participant ” has the meaning provided in Section 2.05(i)(i).

     “ Revolving Facility LC Participation ” has the meaning provided in Section 2.05(i)(i).

     “ Revolving Facility LC Request ” has the meaning provided in Section 2.05(b).

     “ Revolving Facility Letter of Credit ” means (i) any Existing Letter of Credit or (ii) any Standby Letter of Credit or Trade Letter of Credit, in each case issued by any LC Issuer under this Agreement pursuant to Section 2.05 for the account of any LC Obligor.

     “ Revolving Facility Note ” means a promissory note substantially in the form of Exhibit A-1 hereto.

     “ Revolving Loan ” means, with respect to each Lender, any Loan made by such Lender pursuant to Section 2.02.

     “ Sale and Lease-Back Transaction ” means any arrangement with any Person providing for the leasing by the Parent or any of its Subsidiaries of any property (except for temporary leases for a term, including any renewal thereof, of not more than one year and except for leases between the Parent and a Subsidiary or between Subsidiaries), which property has been or is to be sold or transferred by the Parent or such Subsidiary to such Person, and shall in all events exclude any FAS 13/98 Transaction.

     “ S&P ” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and its successors.

     “ Schedule I Canadian Lender ” means any bank named on Schedule I to the Bank Act (Canada).

     “ Schedule I Reference Canadian Lenders ” means Canadian Imperial Bank of Commerce and Bank of Montreal.

     “ Schedule 5 Foreign Subsidiaries ” means those Foreign Subsidiaries of the Company set forth on Schedule 5 hereto.

     “ SEC ” means the United States Securities and Exchange Commission.

     “ SEC Regulation D ” means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

     “ Standby Letter of Credit ” means each irrevocable letter of credit issued by any LC Issuer relating to obligations (including performance obligations) of the Company, any Subsidiary or any Credit Party incurred pursuant to contracts to which the Company, any Subsidiary or any Credit Party is or proposes to become a party in the ordinary course of business.

     “ Stated Amount ” of each Letter of Credit shall mean the maximum amount available to be drawn thereunder (regardless of whether any conditions or other requirements for drawing could then be met).

     “ Subsidiary ” of any Person shall mean and include (i) any corporation more than 50% of whose Equity Interests of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time or in which the Parent, the Company or one or more other Subsidiaries of the Parent, directly or indirectly, has the power to direct the policies, management and affairs thereof. Unless otherwise expressly provided, all references herein to “Subsidiary” shall mean a Subsidiary of the Parent or the Company, as applicable.

     “ Subsidiary Guarantor ” means any Subsidiary of the Parent that is or hereafter becomes a party to the Domestic Credit Party Guaranty. Schedule 2 hereto lists each Subsidiary Guarantor as of the Closing Date.

     “ Swing Line Commitment ” means $40,000,000.

     “ Swing Line Facility ” means the credit facility established under Section 2.04 pursuant to the Swing Line Commitment of the Swing Line Lender.

     “ Swing Line Lender ” means National City Bank.

     “ Swing Line Note ” means a promissory note substantially in the form of Exhibit A-2 hereto.

     “ Swing Line Participation Amount ” has the meaning provided in Section 2.04(c).

     “ Swing Loan ” means any loan made by the Swing Line Lender under the Swing Line Facility pursuant to Section 2.04.

     “ Swing Loan Maturity Date ” means, with respect to any Swing Loan, the earlier of (i) the last Business Day of each month and (ii) the Credit Facility Termination Date.

     “ Swing Loan Participation ” has the meaning provided in Section 2.04(c).

     “ Swiss Borrower ” means Abercrombie & Fitch Europe SA, a company incorporated under the laws of Switzerland.

     “ Swiss Guarantor ” means a Foreign Subsidiary Guarantor incorporated, or for tax purposes resident in, Switzerland.

     “ Swiss Non-Qualifying Lender ” means a financial institution that does not qualify as a Swiss Qualifying Lender.

     “ Swiss Obligor ” means the Swiss Borrower or a Swiss Guarantor.

     “ Swiss Qualifying Lender ” means a financial institution that (i) qualifies as a bank pursuant to the banking laws in force in its country of incorporation, (ii) carries on a true banking activity in such jurisdiction as its main purpose, and (iii) has personnel, premises, communication devices and decision-making authority of its own, all as per the explanatory notes of the Swiss Federal Tax Administration No. S-02-123(9.86) and S-02.128(1.2000) or legislation or explanatory notes addressing the same issues which are in force at such time.

     “ Swiss Withholding Tax ” means any withholding tax in accordance with the Swiss Federal Statute on Anticipatory Tax of 13 October 1965 ( Bundesgesetz über die Verrechnungssteuer ).

     “ Synthetic Lease ” means any lease (i) that is accounted for by the lessee as an Operating Lease, and (ii) under which the lessee is intended to be the “owner” of the leased property for income tax purposes.

     “ Taxes ” has the meaning provided in Section 3.03(a).

     “ Ten Non-Bank Regulations ” means, at any time, the regulations pursuant to the explanatory notes of the Swiss Federal Tax Administration No. S-02.128(1.2000), S-02.122.2(4.1999) and S-02.122.1(4.1999) or legislation or explanatory notes addressing the same issues which are in force at such time.

     “ Twenty Non-Bank Regulations ” means the regulations pursuant to the explanatory note S-02.122.1(4.99) of the Swiss Federal Tax Administration (or legislation or explanatory notes addressing the same issues which are in force at such time) pursuant to which the aggregate number of persons and legal entities, that are Swiss Non-Qualifying Lenders and to which the Swiss Borrower directly or indirectly, including but not limited to a participation which is not a Qualifying Participation or other participations under any other agreement, owes interest-bearing borrowed money under all interest-bearing instruments including, inter alia, this Credit Agreement, taken together (other than short term borrowings and bond issues which are subject to Swiss Withholding Tax), shall not exceed twenty at any time in order to not trigger Swiss Withholding Tax.

     “ Testing Period ” means a single period consisting of the four consecutive fiscal quarters of the Parent then last ended (whether or not such quarters are all within the same fiscal year), except that if a particular provision of this Agreement indicates that a Testing Period shall be of a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters then last ended that are so indicated in such provision.

     “ Total Canadian Commitment ” means the sum of the Canadian Commitments of the Canadian Lenders as the same may be decreased pursuant to the terms of this Agreement. As of the Closing Date, the Total Canadian Commitment is $25,000,000.

     “ Total Debt ” means at any date, the consolidated total Indebtedness of the Parent and the Subsidiaries as of such date, as determined in accordance with GAAP (excluding from Indebtedness all obligations, contingent or otherwise, of the Parent and any Subsidiary as an account party under any Trade Letters of Credit but shall include any Indebtedness of the Parent or any Subsidiary under any Standby Letter of Credit (without duplication of any Indebtedness incurred, if any, (i) in the form of any letter of

credit or bank guarantee supporting rental obligations of the Parent, the Company or any Subsidiary or (ii) in connection with any FAS 13/98 Transactions)).

     “ Total Facility Commitment ” means the sum of the Facility Commitments of the Lenders as the same may be decreased pursuant to Section 2.12 or increased pursuant to Section 2.17. As of the Closing Date, the amount of the Total Facility Commitment is $450,000,000.

     “ Trade Letter of Credit ” means each commercial documentary letter of credit issued by an LC Issuer for the purchase of goods in the ordinary course of business.

     “ Transactions ” has the meaning provided in Section 4.02.

     “ Type ” means any type of Loan determined with respect to the interest option and currency denomination applicable thereto, which (x) in the case of the Revolving Facility, shall be a US Base Rate Loan, a Eurodollar Loan or a Foreign Currency Loan, and (y) in the case of the Canadian Sub-Facility, shall be a Canadian Prime Rate Loan or a BA Equivalent Loan.

     “ UCC ” means the Uniform Commercial Code as in effect from time to time. Unless otherwise specified, the UCC shall refer to the UCC as in effect in the State of Ohio.

     “ Unfunded Current Liability ” of any Plan means the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Plan as of the close of its most recent plan year exceeds the fair market value of the assets allocable thereto, each determined in accordance with Statement of Financial Accounting Standards No. 87, based upon the actuarial assumptions used by the Plan’s actuary in the most recent annual valuation of the Plan.

     “ United States ” and “ U.S . ” each means United States of America.

     “ Unpaid Drawing ” means, with respect to any Letter of Credit, the aggregate Dollar or Dollar Equivalent amount, as applicable, of the draws made on such Letter of Credit that have not been reimbursed by the Company or the applicable LC Obligor or, in the case of any Revolving Facility Letter of Credit, converted to a Revolving Loan pursuant to Section 2.05(h)(i), and all interest that accrues thereon pursuant to this Agreement.

     “ Unutilized Commitment ” means, for any Lender at any time, the excess of (i) such Lender’s Facility Commitment at such time over (ii) such Lender’s Credit Facility Exposure at such time.

     “ Unutilized Revolving Commitment ” means, for any Lender at any time, the excess of (i) such Lender’s Facility Commitment at such time over (ii) such Lender’s Revolving Facility Exposure at such time.

     “ Unutilized Total Commitment ” means, at any time, the excess of (i) the Maximum Credit Facility Amount at such time over (ii) the Aggregate Credit Facility Exposure at such time.

     “ Unutilized Total Revolving Commitment ” means, at any time, the excess of (i) the Total Facility Commitment at such time over (ii) the Aggregate Revolving Facility Exposure at such time.

     “ US Base Rate Loan ” means each Revolving Loan bearing interest at a rate based upon the Base Rate in effect from time to time.

     “ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act).

     “ Utilization Fees ” has the meaning provided in Section 2.11(b).

     “ Withholding Certificate ” has the meaning provided in Section 3.03(b).

     Section 1.02 Computation of Time Periods . In this Agreement 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 means “to but excluding” and the word “through” means “through and including.”

     Section 1.03 Terms Generally . 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, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

     Section 1.04 Accounting Terms; GAAP . Except as otherwise specifically provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that if the Company notifies the Global Agent and the Lenders that the Company requests any amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof or on the operation of such provision (or if the Global Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Company, the Global Agent and the Required Lenders.

     Section 1.05 Currency Equivalents . Except as otherwise specified herein, all references herein or in any other Loan Document to a dollar amount shall mean such amount in U.S. Dollars or, if the context so requires, the Dollar Equivalent of such amount in any Designated Foreign Currency or Canadian Dollars, as applicable. The Dollar Equivalent of any amount shall be determined in accordance with the definition of “Dollar Equivalent”; provided , however , that (a) notwithstanding the foregoing or anything elsewhere in this Agreement to the contrary, in calculating the Dollar Equivalent of any amount for purposes of determining (i) any Borrower’s obligation to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.14(b), or (ii) any Borrower’s ability to request additional Loans or Letters of Credit pursuant to the Commitments, the Global Agent may, in its reasonable discretion, calculate the Dollar Equivalent of such amount on any Business Day selected by the Global Agent, (b) in determining whether or not the Parent and its Subsidiaries have exceeded any basket limitation set forth in ARTICLE VII, the Parent and its Subsidiaries shall not be deemed to have exceeded any such basket limitation to the extent that, and only to the extent that, any such basket limitation was exceeded solely as a result of

fluctuations in the exchange rate applicable to any Designated Foreign Currency or Canadian Dollars, as applicable.

ARTICLE II

THE TERMS OF THE CREDIT FACILITY

     Section 2.01 Establishment of the Credit Facility . On the Closing Date, and subject to and upon the terms and conditions set forth in this Agreement and the other Loan Documents, the Global Agent, the Lenders, the Swing Line Lender and each LC Issuer agree to establish the Credit Facility for the benefit of the Borrowers pursuant to which (a) the Lenders shall make Revolving Loans to each Revolving Facility Borrower, and shall participate in Revolving Facility LC Issuances, under the Revolving Facility pursuant to the Facility Commitment of each such Lender, (b) the Canadian Lenders shall make Canadian Revolving Loans to the Canadian Borrower pursuant to the Canadian Commitment, and (c) the Swing Line Lender shall make Swing Loans to the Company under the Swing Line Facility pursuant to the Swing Line Commitment; provided , however that at no time will (i) the Aggregate Credit Facility Exposure exceed the Maximum Credit Facility Amount, or (ii) the Credit Facility Exposure of any Lender exceed such Lender’s Facility Commitment. All such Loans shall be made, and such Letters of Credit shall be issued, as set forth in this Article II.

     Section 2.02 Revolving Facility . During the Availability Period, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a Revolving Loan or Revolving Loans to each Revolving Facility Borrower from time to time pursuant to such Lender’s Facility Commitment, which Revolving Loans: (i) may, except as set forth herein, at the option of each Revolving Facility Borrower, be incurred and maintained as, or Converted into, Revolving Loans that are US Base Rate Loans, Eurodollar Loans or Foreign Currency Loans, in each case denominated in Dollars or a Designated Foreign Currency, provided that all Revolving Loans made as part of the same Revolving Borrowing shall, unless otherwise specifically provided herein, be made to the same Revolving Facility Borrower and consist of Revolving Loans of the same Type; (ii) may be repaid or prepaid and re-borrowed in accordance with the provisions hereof; and (iii) shall not be made if, after giving effect to any such Revolving Loan, (A) the Revolving Facility Exposure of any Lender would exceed such Lender’s Facility Commitment, (B) the Aggregate Revolving Facility Exposure would exceed the Total Facility Commitment, (C) the Aggregate Revolving Facility Exposure at such time that is denominated in any Designated Foreign Currency would exceed the Maximum Foreign Exposure Amount or the Aggregate Canadian Sub-Facility Exposure would exceed the Total Canadian Commitment, (D) the Foreign Subsidiary Borrower Exposure would exceed the Maximum Foreign Exposure Amount, (E) the Aggregate Credit Facility Exposure would exceed the Maximum Credit Facility Amount, or (F) any Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.12(b). The Revolving Loans to be made by each Lender will be made by such Lender in the Funding Amount applicable to such Lender at the time of the making of such Revolving Loan on a pro rata basis based upon such Lender’s Funding Percentage of the Revolving Borrowing at the time of such Revolving Borrowing, in each case in accordance with Section 2.07 hereof.

     Section 2.03 Canadian Sub-Facility . At any time after the Canadian Borrower has become a Foreign Subsidiary Borrower under this Agreement in accordance with Section 2.16 and thereafter during the remaining Availability Period, each Canadian Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a Canadian Revolving Loan or Canadian Revolving Loans to the Canadian Borrower from time to time pursuant to such Canadian Lender’s Canadian Commitment, which Canadian Revolving Loans: (i) may, except as set forth herein, at the option of the Canadian Borrower, be incurred and maintained as, or Converted into, Canadian Revolving Loans that are Canadian Prime Rate Loans or BA Equivalent Loans, in each case denominated in Canadian Dollars, provided that all Canadian Revolving Loans made as part of the same Canadian Borrowing shall, unless otherwise specifically

provided herein, consist of Canadian Revolving Loans of the same Type; (ii) may be repaid or prepaid and re-borrowed in accordance with the provisions hereof; and (iii) shall not be made if, after giving effect to any such Canadian Revolving Loan, (A) the Canadian Sub-Facility Exposure of any Canadian Lender would exceed such Canadian Lender’s Canadian Commitment, (B) the Aggregate Canadian Sub-Facility Exposure would exceed the Total Canadian Commitment, (C) the Aggregate Credit Facility Exposure would exceed the Maximum Credit Facility Amount or (D) any Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.13(b). The Canadian Revolving Loans to be made by each Canadian Lender will be made on a pro rata basis based upon each Canadian Lender’s Canadian Commitment Percentage of each Canadian Borrowing, in each case in accordance with Section 2.07.

     Section 2.04 Swing Line Facility .

     (a)  Swing Loans . During the Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make a Swing Loan or Swing Loans to the Company from time to time, which Swing Loans (i) shall be made only in Dollars; (ii) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, (B) the Aggregate Revolving Facility Exposure would not exceed the Total Facility Commitment, (C) the Aggregate Credit Facility Exposure would not exceed the Maximum Credit Facility Amount, (D) the Aggregate Revolving Facility Exposure at such time that is denominated in any Designated Foreign Currency would not exceed the Maximum Foreign Exposure Amount and the Aggregate Canadian Sub-Facility Exposure would not exceed the Total Canadian Commitment, or (E) the Foreign Subsidiary Borrower Exposure would not exceed the Maximum Foreign Exposure Amount; and (vi) shall not be made if, after giving effect thereto, any Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.12(b) hereof.

     (b)  Swing Loan Refunding . Upon the occurrence of any Event of Default, the Swing Line Lender may, in its sole and absolute discretion, direct that the Swing Loans owing to it be refunded by delivering a notice to such effect to the Global Agent, specifying the aggregate principal amount thereof (a “ Notice of Swing Line Refunding ”). Promptly upon receipt of a Notice of Swing Line Refunding, the Global Agent shall give notice of the contents thereof to the Lenders with Facility Commitments and, unless an Event of Default specified in Section 8.01(g) in respect of the Company has occurred, the Company. Each such Notice of Swing Line Refunding shall be deemed to constitute delivery by the Company of a Notice of Borrowing requesting Revolving Loans consisting of US Base Rate Loans in the amount of the Swing Loans to which it relates. Each Lender with a Facility Commitment (including the Swing Line Lender) hereby unconditionally agrees (notwithstanding that any of the conditions specified in Section 5.03 or elsewhere in this Agreement shall not have been satisfied, but subject to the provisions of paragraph (d) below) to make a Revolving Loan to the Company in the Funding Amount applicable to such Lender based on such Lender’s Funding Percentage of the aggregate amount of the Swing Loans to which such Notice of Swing Line Refunding relates. Each such Lender shall make the amount of such Revolving Loan available to the Global Agent in immediately available funds at the Payment Office not later than 2:00 P.M. (local time at the Payment Office), if such notice is received by such Lender prior to 11:00 A.M. (local time at its Domestic Lending Office), or not later than 2:00 P.M. (local time at the Payment Office) on the next Business Day, if such notice is received by such Lender after such time. The proceeds of such Revolving Loans shall be made immediately available to the Swing Line Lender and applied by it to repay the principal amount of the Swing Loans to which such Notice of Swing Line Refunding related.

     (c)  Swing Loan Participation . If, prior to the time a Revolving Loan would otherwise have been made as provided above as a consequence of a Notice of Swing Line Refunding, any of the events

specified in Section 8.01(g) shall have occurred in respect of the Company or one or more of the Lenders with Facility Commitments shall determine that it is legally prohibited from making a Revolving Loan under such circumstances, each Lender (other than the Swing Line Lender), or each Lender (other than Swing Line Lender) so prohibited, as the case may be, shall, on the date such Revolving Loan would have been made by it (the “ Purchase Date ”), purchase an undivided participating interest (a “ Swing Loan Participation ”) in the applicable outstanding Swing Loans to which such Notice of Swing Line Refunding related, in an amount (the “ Swing Line Participation Amount ”) equal to such Lender’s Funding Percentage of such outstanding Swing Loans. On the Purchase Date, each such Lender or each such Lender so prohibited, as the case may be, shall pay to the Swing Line Lender, in immediately available funds, such Lender’s Swing Line Participation Amount, and promptly upon receipt thereof the Swing Line Lender shall, if requested by such other Lender, deliver to such Lender a participation certificate, dated the date of the Swing Line Lender’s receipt of the funds from, and evidencing such Lender’s Swing Loan Participation in, such Swing Loans and its Swing Line Participation Amount in respect thereof. If any amount required to be paid by a Lender to the Swing Line Lender pursuant to the above provisions in respect of any Swing Loan Participation is not paid on the date such payment is due, such Lender shall pay to the Swing Line Lender on demand interest on the amount not so paid at the overnight Federal Funds Effective Rate from the due date until such amount is paid in full. Whenever, at any time after the Swing Line Lender has received from any other Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment from or on behalf of the Company on account of the related Swing Loans, the Swing Line Lender will promptly distribute to such Lender its ratable share of such amount based on its Payment Sharing Percentage of such amount in effect on such date on account of its Swing Loan Participation (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however , that if such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

     (d)  Obligations Unconditional . Each Lender’s obligation to make Revolving Loans pursuant to Section 2.04(b) and/or to purchase Swing Loan Participations in connection with a Notice of Swing Line Refunding shall be subject to the conditions that (i) such Lender shall have received a Notice of Swing Line Refunding complying with the provisions hereof and (ii) at the time the Swing Loans that are the subject of such Notice of Swing Line Refunding were made, the Swing Line Lender had no actual written notice from another Lender that an Event of Default had occurred and was continuing, but otherwise shall be absolute and unconditional, shall be solely for the benefit of the Swing Line Lender, and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against any other Lender, any Credit Party, or any other Person, or any Credit Party may have against any Lender or other Person, as the case may be, for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default; (C) any event or circumstance involving a Material Adverse Effect upon the Borrowers; (D) any breach of any Loan Document by any party thereto; or (E) any other circumstance, happening or event, whether or not similar to any of the foregoing.

     Section 2.05 Revolving Facility Letters of Credit .

     (a)  Revolving Facility LC Issuance . During the Availability Period, the Company may request an LC Issuer at any time and from time to time to issue, for the account of the Company, any other Revolving Facility Borrower or any Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Revolving Facility Letters of Credit denominated and payable in Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and the Global Agent; provided , however , that notwithstanding the foregoing, no Revolving Facility LC Issuance shall be made if, after giving effect thereto, (A) the Revolving Facility LC Outstandings would exceed the Revolving Facility LC Commitment Amount, (B) the Revolving Facility Exposure of any Lender would exceed such Lender’s Facility Commitment, (C) the

Aggregate Revolving Facility Exposure would exceed the Total Facility Commitment, (D) the Aggregate Revolving Facility Exposure at such time that is denominated in any Designated Foreign Currency would exceed the Maximum Foreign Exposure Amount, (E) the Foreign Subsidiary Borrower Exposure would exceed the Maximum Foreign Exposure Amount, (F) the Aggregate Credit Facility Exposure would exceed the Maximum Credit Facility Amount, or (G) any Borrower would be required to prepay Loans or cash collateralize Revolving Facility Letters of Credit pursuant to Section 2.13(b) hereof. Subject to Section 2.05(c) below, each Revolving Facility Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (x) one year from the date of issuance thereof, and (y) the Credit Facility Termination Date.

     (b)  Revolving Facility LC Requests . Whenever the Company desires that a Revolving Facility Letter of Credit be issued for its account or the account of any eligible LC Obligor, the Company shall give the applicable LC Issuer written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the LC Issuer) which, if in the form of written notice shall be substantially in the form of Exhibit B-3 (each such request, a “ Revolving Facility LC Request ”), or transmit by electronic communication (if arrangements for doing so have been approved by the applicable LC Issuer), prior to 11:00 A.M. (local time at the Notice Office) at least three Business Days (or such shorter period as may be acceptable to the relevant LC Issuer) prior to the proposed date of issuance (which shall be a Business Day), which Revolving Facility LC Request shall include such supporting documents that such LC Issuer customarily requires in connection therewith (including, in the case of a Revolving Facility Letter of Credit for an account party other than a Revolving Facility Borrower, an application for, and if applicable a reimbursement agreement with respect to, such Revolving Facility Letter of Credit). In the event of any inconsistency between any of the terms or provisions of any LC Document relating to any Revolving Facility Letter of Credit and the terms and provisions of this Agreement respecting Revolving Facility Letters of Credit, the terms and provisions of this Agreement shall control.

     (c)  Auto-Renewal Letters of Credit . If an LC Obligor so requests in any applicable Revolving Facility LC Request, each LC Issuer shall agree to issue a Revolving Facility Letter of Credit that has automatic renewal provisions; provided , however , that any Revolving Facility Letter of Credit that has automatic renewal provisions must permit such LC Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Revolving Facility Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Revolving Facility Letter of Credit is issued. Once any such Revolving Facility Letter of Credit that has automatic renewal provisions has been issued, the Lenders shall be deemed to have authorized (but may not require) such LC Issuer to permit the renewal of such Revolving Facility Letter of Credit at any time to an expiry date not later than the Credit Facility Termination Date; provided , however , that such LC Issuer shall not permit any such renewal if (i) such LC Issuer has determined that it would have no obligation at such time to issue such Revolving Facility Letter of Credit in its renewed form under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is two Business Days before the date that such LC Issuer is permitted to send a notice of non-renewal from the Global Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 5.03 is not then satisfied.

     (d)  Existing Letters of Credit . On and after the Closing Date, each Existing Letter of Credit shall be deemed to have been issued by the Lender that issued such Existing Letter of Credit and such Lender shall be deemed to be the “LC Issuer” with respect to such Existing Letter of Credit pursuant to the terms of this Agreement and each Existing Letter of Credit shall constitute a Revolving Facility Letter of Credit for all purposes hereof and under this Agreement and the other Loan Documents. The Company agrees that it shall be liable with respect to any drawing made under any of the Existing Letters of Credit in accordance with this Section and the other provisions of this Agreement. Each LC Issuer of an Existing Letter of Credit agrees that on and after the Closing Date (i) the fees applicable to each Existing Letter of

Credit shall be the fees set forth in Section 2.11, and (ii) any reimbursement agreement in effect with respect to each Existing Letter of Credit shall be deemed terminated and each Existing Letter of Credit shall be governed by and subject to the terms and conditions of this Agreement.

     (e)  Applicability of ISP98 and UCP . Unless otherwise expressly agreed by the applicable LC Issuer and the applicable LC Obligor, when a Revolving Facility Letter of Credit is issued, (i) the rules of 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) shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance (including the International Chamber of Commerce’s decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding the European single currency (euro), as the same may be updated) shall apply to each Trade Letter of Credit.

     (f)  Notice of Revolving Facility LC Issuance . Each LC Issuer shall, on the date of each Revolving Facility LC Issuance by it, give the Global Agent, each applicable Lender and the Company written notice of such Revolving Facility LC Issuance which shall specify whether such Revolving Facility Letter of Credit is a Trade Letter of Credit or a Standby Letter of Credit and be accompanied by a copy to the Global Agent of the Revolving Facility Letter of Credit or Revolving Facility Letters of Credit issued by it. Each LC Issuer shall provide to the Global Agent and each Lender a quarterly (or monthly if requested by any applicable Lender) summary describing each Revolving Facility Letter of Credit issued by such LC Issuer and then outstanding and an identification for the relevant period of the daily aggregate Revolving Facility LC Outstandings represented by Revolving Facility Letters of Credit issued by such LC Issuer.

     (g)  Defaulting Lender . Notwithstanding the foregoing, in the event a Lender Default exists, no LC Issuer shall be required to make any Revolving Facility LC Issuance unless either (i) such LC Issuer has entered into arrangements satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Revolving Facility LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Revolving Facility LC Outstandings; or (ii) such Revolving Facility LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Loans and Revolving Facility LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument satisfactory in form and substance to such LC Issuer, not to thereafter incur Loans or Revolving Facility LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Loans and Revolving Facility LC Outstandings in excess of its Commitments.

     (h)  Reimbursement Obligations .

     (i) Each Revolving Facility Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Revolving Facility Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Revolving Facility Letter of Credit immediately after, and in any event (x) with respect to any Revolving Facility Letter of Credit denominated in Dollars, on the date on which, and (y) with respect to any Revolving Facility Letter of Credit denominated in a Designated Foreign Currency, within two Business Days of the date on which such LC Issuer notifies the Company (or any such other LC Obligor for whose account such Revolving Facility Letter of Credit was issued (each being a “ Notifiable Party ”)) of such payment or disbursement (in the case of each of clauses (x) and (y), each an “ Applicable Reimbursement Date ”, (which notice to the Notifiable Parties shall be

delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Revolving Facility Letter of Credit is denominated, with, provided that the LC Issuer has already notified the Notifiable Parties that reimbursement is required, interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor (by utilization of a drawing under the Revolving Facility or otherwise) at a rate per annum that shall be the rate then applicable to Revolving Loans that are US Base Rate Loans, any such interest also to be payable on demand; provided , however , that if the LC Issuer does not give the applicable Revolving Facility Borrower notice by 10:00 AM, such Applicable Reimbursement Date shall be the next succeeding Business Day and accordingly interest on the amount paid or disbursed by the LC Issuer shall not begin to accrue until such day.. If by 11:00 A.M. on the Business Day immediately following the Applicable Reimbursement Date, the Company or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Company or such LC Obligor), (x) the Company, or if the LC Obligor is a Foreign Revolving Facility Borrower, such Foreign Revolving Facility Borrower, will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are US Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and the Global Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement, with any excess proceeds to be made available to the applicable Borrower in accordance with the applicable provisions of this Agreement.

     (ii) Obligations Absolute . The obligation of each LC Obligor and of each Revolving Facility Borrower under this Section to reimburse each LC Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that such Borrower or LC Obligor may have or have had against such LC Issuer, the Global Agent or any Lender, including, without limitation, any defense based upon the failure of any drawing under a Revolving Facility Letter of Credit to conform to the terms of the Revolving Facility Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided , however, that no Borrower (or LC Obligor) shall be obligated to reimburse an LC Issuer for any wrongful payment made by such LC Issuer under a Revolving Facility Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such LC Issuer.

     (i)  Revolving Facility LC Participations .

     (i) Immediately upon each Revolving Facility LC Issuance, the LC Issuer of such Revolving Facility Letter of Credit shall be deemed to have sold and transferred to each Lender, and each such Lender (each a “ Revolving Facility LC Participant ”) shall be deemed irrevocably and unconditionally to have purchased and received from such LC Issuer, without recourse or warranty, an undivided interest and participation (a “ Revolving Facility LC Participation ”), to the extent of such Lender’s Funding Percentage of the Stated Amount of such Revolving Facility Letter of Credit in effect at such time of issuance, in such Revolving Facility Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of any LC Obligor under this Agreement with respect thereto (although LC Fees relating thereto shall be payable directly to

the Global Agent for the account of the Lenders as provided in Section 2.11 and the Revolving Facility LC Participants shall have no right to receive any portion of any fees of the nature contemplated by Section 2.11(d)), the obligations of the Borrowers (and any LC Obligor) under any LC Documents pertaining thereto, and any security for, or guaranty pertaining to, any of the foregoing.

     (ii) In determining whether to pay under any Revolving Facility Letter of Credit, an LC Issuer shall not have any obligation relative to the Revolving Facility LC Participants other than to determine that any documents required to be delivered under such Revolving Facility Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Revolving Facility Letter of Credit. Any action taken or omitted to be taken by an LC Issuer under or in connection with any Revolving Facility Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such LC Issuer any resulting liability.

     (iii) In the event that an LC Issuer makes any payment under any Revolving Facility Letter of Credit and the applicable Borrower or LC Obligor shall not have reimbursed such amount in full to such LC Issuer pursuant to Section 2.05(h) by way of a drawing under the Revolving Facility (as contemplated in such Section or otherwise, such LC Issuer shall promptly notify the Global Agent, and the Global Agent shall promptly notify each Revolving Facility LC Participant, of such failure, and each Revolving Facility LC Participant shall promptly and unconditionally pay to the Global Agent for the account of such LC Issuer, the amount of such Revolving Facility LC Participant’s Funding Percentage of such payment in Dollars or in the applicable Designated Foreign Currency in which such Revolving Facility Letter of Credit is denominated and in same day funds; provided , however , that no Revolving Facility LC Participant shall be obligated to pay to the Global Agent its Funding Percentage of such unreimbursed amount for any wrongful payment made by such LC Issuer under a Revolving Facility Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such LC Issuer. If the Global Agent so notifies any Revolving Facility LC Participant required to fund a payment under a Revolving Facility Letter of Credit prior to 11:00 A.M. (local time at its Notice Office) on any Business Day, such Revolving Facility LC Participant shall make available to the Global Agent for the account of the relevant LC Issuer such Revolving Facility LC Participant’s Funding Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Revolving Facility LC Participant shall not have so made its Funding Percentage of the amount of such payment available to the Global Agent for the account of the relevant LC Issuer, such Revolving Facility LC Participant agrees to pay to the Global Agent for the account of such LC Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Global Agent for the account of such LC Issuer at the Federal Funds Effective Rate. The failure of any Revolving Facility LC Participant to make available to the Global Agent for the account of the relevant LC Issuer its Funding Percentage of any payment under any Revolving Facility Letter of Credit shall not relieve any other Revolving Facility LC Participant of its obligation hereunder to make available to the Global Agent for the account of such LC Issuer its Funding Percentage of any payment under any Revolving Facility Letter of Credit on the date required, as specified above, but no Revolving Facility LC Participant shall be responsible for the failure of any other Revolving Facility LC Participant to make available to the Global Agent for the account of such LC Issuer such other Revolving Facility LC Participant’s Funding Percentage of any such payment.

     (iv) Whenever an LC Issuer receives a payment of a reimbursement obligation from an LC Obligor as to which the Global Agent has received for the account of such LC Issuer any payments from the Revolving Facility LC Participants pursuant to subpart (iii) above, such LC Issuer shall pay to the Global Agent and the Global Agent shall promptly pay to each Revolving

Facility LC Participant that has paid its applicable Funding Percentage thereof, in same day funds, an amount equal to such Revolving Facility LC Participant’s applicable Payment Sharing Percentage of the principal amount thereof and interest thereon accruing after the purchase of the respective Revolving Facility LC Participations, as and to the extent so received.

     (v) The obligations of the Revolving Facility LC Participants to make payments to the Global Agent for the account of each LC Issuer with respect to Revolving Facility Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(B) the existence of any claim, set-off, defense or other right that any LC Obligor may have at any time against a beneficiary named in a Revolving Facility Letter of Credit, any transferee of any Revolving Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Global Agent, any LC Issuer, any Lender, or other Person, whether in connection with this Agreement, any Revolving Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the applicable LC Obligor and the beneficiary named in any such Revolving Facility Letter of Credit), other than any claim that the applicable LC Obligor may have against any applicable LC Issuer for gross negligence or willful misconduct of such LC Issuer in making payment under any applicable Revolving Facility Letter of Credit;

(C) any draft, certificate or other document presented under the Revolving Facility 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;

(D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or

(E) the occurrence of any Default or Event of Default.

     (vi) To the extent any LC Issuer is not indemnified by the Company or any LC Obligor, the Revolving Facility LC Participants will reimburse and indemnify such LC Issuer, in proportion to their respective Fixed Commitment Percentages, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be imposed on, asserted against or incurred by such LC Issuer in performing its respective duties in any way related to or arising out of Revolving Facility LC Issuances by it; provided, however, that no Revolving Facility LC Participants shall be liable for (A) any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements resulting from such LC Issuer’s gross negligence or willful misconduct, or (B) any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements resulting from the failure of any other Revolving Facility LC Participant to fund any Revolving Facility LC Participation pursuant to this Section.

     Section 2.06 Notice of Borrowing .

     (a)  Time of Notice . Each Borrowing of a Loan shall be made upon notice in the form provided for below which shall be provided by the applicable Borrower to the Global Agent at its Notice Office not later than (i) in the case of each Borrowing of a Fixed Rate Loan, 11:00 A.M. (local time at its Notice Office), at least three Business Days prior to the date of such Borrowing, (ii) in the case of each Borrowing of a Base Rate Loan, prior to 11:00 A.M. (local time at its Notice Office) on the proposed date of such Borrowing, and (iii) in the case of any Borrowing under the Swing Line Facility, prior to 1:00 P.M. (local time at its Notice Office) on the proposed date of such Borrowing.

     (b)  Notice of Borrowing . Each request for a Borrowing shall be made by an Authorized Officer of the Borrower requesting such Borrowing by delivering written notice of such request substantially in the form of Exhibit B-1 hereto (each such notice, a “ Notice of Borrowing ”) or by telephone (to be confirmed immediately in writing by delivery by an Authorized Officer of such Borrower of a Notice of Borrowing), and in any event each such request shall be irrevocable and shall specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of the Borrowing (which shall be a Business Day), (iii) the Type of Loans such Borrowing will consist of, and (iv) if applicable, the initial Interest Period, the Swing Loan Maturity Date and Designated Foreign Currency or Canadian Dollars applicable thereto. Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Global Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Global Agent in good faith to be from an Authorized Officer of the applicable Borrower entitled to give telephonic notices under this Agreement on behalf of such Borrower. In each such case, the Global Agent’s record of the terms of such telephonic notice shall be conclusive absent manifest error.

     (c)  Minimum Borrowing Amount . The aggregate principal amount of each Borrowing by any Borrower shall not be less than the Minimum Borrowing Amount.

     (d)  Maximum Borrowings . More than one Borrowing may be incurred by a Borrower on any day; provided, however, that (i) if there are two or more Borrowings on a single day by the same Borrower that consist of Fixed Rate Loans, each such Borrowing shall have a different initial Interest Period, (ii) at no time shall there be more than twelve Borrowings of Fixed Rate Loans outstanding hereunder for all of the Borrowers, and (iii) at no time shall there be more than three Borrowings of Canadian Revolving Loans outstanding hereunder.

     Section 2.07 Funding Obligations; Disbursement of Funds .

     (a)  Several Nature of Funding Obligations . The Commitments of each Lender hereunder and the obligation of each Lender to make Loans, acquire and fund Swing Loan Participations, and Revolving Facility LC Participations, as the case may be, are several and not joint obligations. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans or fund any participation hereunder and each Lender shall be obligated to make the Loans provided to be made by it and fund its participations required to be funded by it hereunder, regardless of the failure of any other Lender to fulfill any of its Commitments hereunder. Nothing herein and no subsequent termination of the Commitments pursuant to Section 2.12 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder and in existence from time to time or to prejudice any rights that the Borrowers may have against any Lender as a result of any default by such Lender hereunder.

     (b)  Funding Obligations . Except with respect to the making of Swing Loans by the Swing Line Lender, all Loans hereunder shall be funded as follows: (i) all Revolving Loans made, and Revolving Facility LC Participations acquired by each Lender, shall be made or acquired, as the case may be, on a pro rata basis based upon each Lender’s Funding Percentage of the amount of such Revolving

Borrowing or Revolving Facility Letter of Credit in effect on the date the applicable Revolving Borrowing is to be made or the Revolving Facility Letter of Credit is to be issued, and (ii) all Canadian Revolving Loans made by each Canadian Lender, shall be made on a pro rata basis based upon each Canadian Lender’s Canadian Commitment Percentage of the amount of such Canadian Borrowing in effect on the date the applicable Canadian Borrowing is to be made.

     (c)  Notice to Lenders . The Global Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, or Conversion or Continuation thereof, and LC Issuance, and of such Lender’s proportionate share thereof or participation therein and of the other matters covered by the Notice of Borrowing, Notice of Continuation or Conversion, or Revolving Facility LC Request, as the case may be, relating thereto.

     (d)  Funding of Loans .

     (i) Revolving Loans . No later than 2:00 P.M. (local time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender will make available its Funding Amount, if any, of each Revolving Borrowing requested to be made on such date to the Global Agent at the Payment Office in Dollars or the applicable Designated Foreign Currency and in immediately available funds and the Global Agent promptly will make available to the appropriate Borrower by depositing to its account at the Payment Office (or such other account as such Borrower shall specify) the aggregate of the amounts so made available in the type of funds received.

     (ii) Canadian Revolving Loans . No later than 2:00 P.M. (local time at the Canadian Payment Office) on the date specified in each Notice of Borrowing, each Canadian Lender will make available its proportionate share, if any, of each Canadian Borrowing requested to be made on such date to the Global Agent at the Canadian Payment Office in Canadian Dollars and in immediately available funds and the Canadian Administrative Branch of the Global Agent promptly will make available to the appropriate Canadian Borrower by depositing to its account at the Canadian Payment Office (or such other account in Canada as such Canadian Borrower shall specify) the aggregate of the amounts so made available in the type of funds received.

     (iii) Swing Loans . No later than 3:00 P.M. (local time at the Payment Office) on the date specified in each Notice of Borrowing, the Swing Line Lender will make available to the Company by depositing to its account at the Payment Office (or such other account as the Company shall specify) the aggregate of Swing Loans requested in such Notice of Borrowing.

     (e)  Advance Funding . Unless the Global Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Global Agent its portion of the Borrowing or Borrowings to be made on such date, the Global Agent may assume that such Lender has made such amount available to the Global Agent or the Canadian Administrative Branch of the Global Agent, as the case may be, on such date of Borrowing, and the Global Agent or the Canadian Administrative Branch of the Global Agent, in reliance upon such assumption, may (in their sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Global Agent or the Canadian Administrative Branch of the Global Agent, as the case may be, by such Lender and the Global Agent or the Canadian Administrative Branch of the Global Agent has made the same available to such Borrower, the Global Agent or the Canadian Administrative Branch of the Global Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Global Agent’s demand therefor, the Global Agent shall promptly notify such Borrower, and such Borrower shall immediately pay such corresponding amount to the Global Agent or the Canadian Administrative Branch of the Global Agent, as appropriate. The Global Agent or the

Canadian Administrative Branch of the Global Agent, as applicable, shall also be entitled to recover from such Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Global Agent or the Canadian Administrative Branch of the Global Agent to such Borrower to the date such corresponding amount is recovered by the Global Agent or the Canadian Administrative Branch of the Global Agent, at a rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds Effective Rate or (y) if paid by such Borrower, the then applicable rate of interest, calculated in accordance with Section 2.09, for the respective Loans (but without any requirement to pay any amounts in respect thereof pursuant to Section 3.02).

     Section 2.08 Evidence of Obligations .

     (a)  Loan Accounts of Lenders . Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Obligations of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

     (b)  Loan Accounts of Global Agent; Lender Register . The Global Agent shall maintain accounts in which it shall record (i) the amount of each Loan and Borrowing made hereunder, the Type thereof, the currency in which such Loan is denominated, the Interest Period and applicable interest rate and, in the case of a Swing Loan, the Swing Loan Maturity Date applicable thereto, (ii) the amount and other details with respect to each Letter of Credit issued hereunder, (iii) the amount of any principal due and payable or to become due and payable from the Borrowers to each Lender hereunder, (iv) the amount of any sum received by the Global Agent hereunder for the account of the Lenders and each Lender’s share thereof, and (v) the other details relating to the Loans and Letters of Credit to be made or issued hereunder. In addition, the Global Agent shall, for its benefit and on behalf of the Borrowers, maintain at its address referred to in Section 11.04 a copy of each Assignment and Assumption delivered to it and a register (the “ Lender Register ”) on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each of the Lenders. The Global Agent will make the Lender Register available to any Lender or the Company upon its request. The Swiss Borrower may disclose a copy of the Lender Register to the Swiss Federal Tax Administration (if requested by the Swiss Federal Tax Administration to do so).

     (c)  Effect of Loan Accounts, etc . The entries made in the accounts maintained pursuant to Section 2.08(a) and (b) shall be prima facie evidence of the existence and amounts of the Obligations recorded therein, provided , that the failure of any Lender or the Global Agent to maintain such accounts or any error (other than manifest error) therein shall not in any manner affect the obligation of any Credit Party to repay or prepay the Loans or the other Obligations in accordance with the terms of this Agreement.

     (d)  Notes . Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Lender, (ii) each Foreign Revolving Facility Borrower will execute and deliver to such Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence its obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Lender, and (iii) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.

     Section 2.09 Interest; Default Rate; Mandatory Cost .

     (a)  Interest on Revolving Loans . The outstanding principal amount of each Revolving Loan made by each Lender shall bear interest at a rate per annum that shall at all times be equal to (i) during such periods as such Revolving Loan is a US Base Rate Loan, a fluctuating rate per annum equal to the Base Rate in effect from time to time, (ii) during such periods as such Revolving Loan is a Eurodollar Loan, a fixed rate per annum equal to the relevant Adjusted Eurodollar Rate for such Eurodollar Loan for the applicable Interest Period plus the Applicable Margin in effect from time to time, and (iii) during such periods as a Revolving Loan is a Foreign Currency Loan, a fixed rate per annum equal to the relevant Adjusted Foreign Currency Rate for such Foreign Currency Loan for the applicable Interest Period plus the Applicable Margin in effect from time to time.

     (b)  Interest on Canadian Revolving Loans . Each Canadian Prime Rate Loan made by each Canadian Lender shall bear interest on the outstanding principal amount thereof at a fluctuating rate per annum that shall at all times be equal to the Canadian Prime Rate in effect from time to time. Each BA Equivalent Loan made by each Canadian Lender shall bear interest on the outstanding principal amount thereof at a fluctuating rate per annum that shall at all times be equal to the BA Equivalent Rate for the applicable Interest Period plus the Applicable Margin in effect from time to time.

     (c)  Interest on Swing Loans . The outstanding principal amount of each Swing Loan shall bear interest from the date of the Borrowing at a rate per annum that shall be equal to the Quoted Rate applicable thereto.

     (d)  Default Interest . Notwithstanding the above provisions, if an Event of Default is in existence, upon written notice by the Global Agent (which notice the Global Agent shall give at the direction of the Required Lenders), (i) all outstanding amounts of principal and, to the extent permitted by law, all overdue interest, in respect of each Loan shall bear interest, payable on demand, at a rate per annum equal to the Default Rate, and (ii) the fees applicable to any Revolving Facility LC Outstandings shall be increased by an additional 2% per annum in excess of the fees otherwise applicable thereto. In addition, if any amount (other than amounts as to which the foregoing subparts (i) and (ii) are applicable) payable by any Borrower under the Loan Documents is not paid when due, upon written notice by the Global Agent (which notice the Global Agent shall give at the direction of the Required Lenders), such amount shall bear interest, payable on demand, at a rate per annum equal to 2% per annum above the interest rate that is or would be applicable from time to time pursuant to Section 2.09(a)(i) above.

     (e)  Accrual and Payment of Interest; Mandatory Costs . Interest shall accrue from and including the date of any Borrowing to but excluding the date of any prepayment or repayment thereof and shall be payable by the applicable Borrower: (i) in respect of each US Base Rate Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each Canadian Prime Rate Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (iii) in respect of each Fixed Rate Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on the dates that are successively three months after the commencement of such Interest Period, (iv) in respect of any Swing Loan, quarterly in arrears on the last Business Day of each March, June, September and December, and (v) in respect of all Loans, on any repayment, prepayment, Continuation or Conversion (on the amount repaid, prepaid, Continued or Converted), at maturity (whether by acceleration or otherwise), and, after such maturity, on demand (each such date referred to in clauses (i) through (v), an “ Interest Payment Date ”). On each Interest Payment Date, the applicable Borrower shall pay all Mandatory Costs payable to each Lender, if any, provided that if a Lender does not provide such Borrower with notice of the Mandatory Costs owed to such Lender at least one Business Day prior to such Interest Payment Date, the Mandatory Costs payable to such Lender shall be payable on the next Interest Payment Date or the Credit Facility Termination Date, whichever is earlier.

     (f)  Computations of Interest and Discounts . All computations of interest on Fixed Rate Loans (other than BA Equivalent Loans and other than any Foreign Currency Loans denominated in British pounds) and Swing Loans hereunder shall be made on the actual number of days elapsed over a year of 360 days, all computations of interest on Base Rate Loans and Unpaid Drawings hereunder shall be made on the actual number of days elapsed over a year of 365 or 366 days, as applicable, all computations of the BA Equivalent Rate with respect to BA Equivalent Loans shall be made on the actual number of days elapsed in a year of 365 or 366 days, as applicable, and all computations of interest on Foreign Currency Loans denominated in British pounds shall be made on the actual number of days elapsed in a year of 365 or 366 days, as applicable. For purposes of this Agreement, whenever interest to be paid on a Canadian Revolving Loan or a fee to be paid by the Canadian Borrower is to be calculated on the basis of a period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by such lesser period of time.

     (g)  Information as to Interest Rates . The Global Agent upon determining the interest rate for any Borrowing shall promptly notify the applicable Borrowers and the Lenders thereof.

     (h)  Minimum Interest Rates and Payments .

     (i) For purposes of the Revolving Facility, the various rates of interest provided for in this Agreement are minimum interest rates.

     (ii) Each party hereto assumes that the interest rates set forth in this Agreement are not and will not become subject to Swiss Withholding Tax. Notwithstanding the foregoing, the parties hereto agree that, in the event that Swiss Withholding Tax is imposed on interest payments (the “ Relevant Amount ”) by a Swiss Obligor, any payment of interest due by such Swiss Obligor shall, subject to the provisions of this Agreement, be increased to an amount which (after making any deduction of the Non-refundable Portion of Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of the Non-refundable Portion of Swiss Withholding Tax been required.

     (iii) For the purposes of this Section 2.09(h), “ Non-refundable Portion of Swiss Withholding Tax ” means an amount equal to the product of the Relevant Amount and the Swiss Withholding Tax at standard rate (being, as at the date of this Agreement, 35%) unless the Swiss Federal Tax Administration confirms to the relevant Swiss Obligor in writing that, in relation to a specific Lender based on an applicable double tax treaty, the applicable Swiss Withholding Tax rate is a specified lower rate in which case such lower rate shall be applied in relation to such Lender.

     (iv) No Swiss Obligor shall be required to make an increased payment to any Lender under paragraph (ii) above if a Swiss Obligor has breached the Ten Non-Bank Regulations and/or Twenty Non-Bank Regulations as a result of (A) a Lender breaching its obligations pursuant to Section 3.03 (b) or (e), (B) a Lender breaching the requirements and limitations for transfers, assignments or participations pursuant to Sections 11.05(b), (c) or (f), (C) the failure of the statements in a Qualifying Certificate to be true and correct in all material respects, or (D) the failure of a Swiss Qualifying Lender to remain a Swiss Qualifying Lender other than due to a change in law.

     (v) If requested by the Global Agent, the relevant Swiss Obligor shall provide to the Global Agent those documents that are required by law and applicable double taxation treaties to be provided by the payer of such tax, for each relevant Lender to prepare a claim for refund of

Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to the Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of reasonable costs in obtaining the refund, such amount to the Swiss Obligor provided that the relevant Swiss Obligor has fully complied with its obligations under this Section 2.09(h).

     Section 2.10 Conversion and Continuation of Loans .

     (a)  Conversion and Continuation of Revolving Loans . Each Revolving Facility Borrower shall have the right, subject to the terms and conditions of this Agreement, to (i) Convert all or a portion of the outstanding principal amount of Revolving Loans of one Type made to it into a Borrowing or Borrowings of another Type of Loan that can be made to it pursuant to the Revolving Facility and (ii) Continue a Borrowing of Eurodollar Loans or Foreign Currency Loans, as the case may be, at the end of the applicable Interest Period as a new Borrowing of Eurodollar Loans or Foreign Currency Loans (in the same Designated Foreign Currency as the original Foreign Currency Loan) with a new Interest Period; provided, however, that (A) no Foreign Currency Loan may be Converted into a US Base Rate Loan, Eurodollar Loan or a Foreign Currency Loan that is denominated in a different Designated Foreign Currency, and (B) any Conversion of Eurodollar Loans into US Base Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans.

     (b)  Conversion and Continuation of Canadian Revolving Loans . The Canadian Borrower shall have the right, subject to the terms and conditions of this Agreement, to (i) Convert all or a portion of the outstanding principal amount of Canadian Revolving Loans of one Type made to them into a Borrowing or Borrowings of another Type of Loan that can be made to them pursuant to the Canadian Sub-Facility and (ii) Continue a Borrowing of BA Equivalent Loans at the end of the applicable Interest Period as a new Borrowing of BA Equivalent Loans with a new Interest Period ; provided, however, that any Conversion of BA Equivalent Loans into Canadian Prime Rate Loans shall be made on, and only on, the last day of an Interest Period for such BA Equivalent Loans.

     (c)  Notice of Continuation and Conversion . Each Continuation or Conversion of a Loan shall be made upon notice in the form provided for below provided by the applicable Borrower to the Global Agent at its Notice Office not later than (i) in the case of each Continuation of or Conversion into a Fixed Rate Loan, prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days prior to the date of such Continuation or Conversion, and (ii) in the case of each Conversion to a Base Rate Loan, prior to 11:00 A.M. (local time at its Notice Office), on the proposed date of such Conversion. Each such request shall be made by an Authorized Officer of the applicable Borrower delivering written notice of such request substantially in the form of Exhibit B-2 hereto (each such notice, a “ Notice of Continuation or Conversion ”) or by telephone (to be confirmed immediately in writing by delivery by an Authorized Officer of such Borrower of a Notice of Continuation or Conversion), and in any event each such request shall be irrevocable and shall specify (A) the Borrowings to be Continued or Converted, (B) the date of the Continuation or Conversion (which shall be a Business Day), and (C) the Interest Period or, in the case of a Continuation, the new Interest Period. Without in any way limiting the obligation of each Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Global Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Global Agent in good faith to be from an Authorized Officer of such Borrower entitled to give telephonic notices under this Agreement on behalf of such Borrower. In each such case, the Global Agent’s record of the terms of such telephonic notice shall be conclusive absent manifest error.

     Section 2.11 Fees .

     (a)  Facility Fees . The Company agrees to pay to the Global Agent, for the ratable benefit of each Non-Defaulting Lender based upon each such Lender’s Fixed Commitment Percentage of the Total Facility Commitment, as consideration for the Commitments of the Lenders, facility fees (the “ Facility

Fees ”) for the period from the Closing Date to, but not including, the Credit Facility Termination Date, computed for each day at a rate per annum equal to (i) the Applicable Facility Fee Rate in effect on such day times (ii) the Total Facility Commitment in effect on such day. Accrued Facility Fees shall be due and payable in arrears on the last Business Day of each March, June, September and December and on the Credit Facility Termination Date.

     (b)  Utilization Fees . In addition to the Facility Fees, the Company agrees to pay to the Global Agent, for the ratable benefit of each Non-Defaulting Lender based upon each such Lender’s Fixed Commitment Percentage of the Total Facility Commitment, as consideration for the Commitments of the Lenders, utilization fees (the “ Utilization Fees ”) for the period from the Closing Date to, but not including, the Credit Facility Termination Date, computed for each day on which the Aggregate Credit Facility Exposure (excluding any Credit Facility Exposure related to Trade Letters of Credit) exceeds 50% of the Total Facility Commitment as then in effect at a rate per annum equal to (i) 10.0 basis points times (ii) the Aggregate Credit Facility Exposure for such day. Accrued Utilization Fees shall be due and payable in arrears on the last Business Day of each March, June, September and December and on the Credit Facility Termination Date.

     (c)  LC Fees for Revolving Facility Letters of Credit .

     (i) The Company agrees to pay a fee in respect of each Revolving Facility Letter of Credit issued hereunder that is a Standby Letter of Credit for the period from the date of issuance of such Revolving Facility Letter of Credit until the expiration date thereof (including any extensions of such expiration date that may be made at the election of the account party or the beneficiary), computed for each day at a rate per annum equal to (A) the Applicable Margin in effect on such day times (B) the Stated Amount of such Revolving Facility Letter of Credit on such day. The foregoing fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Credit Facility Termination Date. Such fees shall be payable to the Global Agent, for the ratable benefit of the Lenders.

     (ii) The Company agrees to pay a fee in respect of each Revolving Facility Letter of Credit issued hereunder that is a Trade Letter of Credit in an amount equal to (A) one-half of the Applicable Margin in effect on the date of issuance times (B) the Stated Amount of such Revolving Facility Letter of Credit. The foregoing fees shall be payable on the date of issuance of such Letter of Credit (or such other date as is agreed to by the Global Agent and the applicable LC Issuer, but in any case not later than the expiry date of such Revolving Facility Letter of Credit), to the applicable LC Issuer for the ratable benefit of the Lenders based on each Lender’s Funding Percentage in effect on the date of issuance.

     (d)  Fronting Fees . The Company agrees to pay directly to each LC Issuer, for its own account, any fronting fees agreed to between the Company and such LC Issuer in respect of each Revolving Facility Letter of Credit issued by it. Such fronting fees shall be due and payable on the date or dates agreed to between the Company and such LC Issuer.

     (e)  Additional Charges of LC Issuer . The Company and each other Borrower, as applicable, agree to pay directly to each LC Issuer upon each LC Issuance, drawing under, or amendment, extension, renewal or transfer of, a Letter of Credit issued by it such amount as shall at the time of such LC Issuance, drawing, amendment, extension, renewal or transfer be the processing charge that such LC Issuer is customarily charging for issuances of, drawings under or amendments, extensions, renewals or transfers of, letters of credit issued by it.

     (f)  Global Agent Fees . The Company shall pay to the Global Agent, on the Closing Date and thereafter, for its own account, the fees set forth in the Global Agent Fee Letter.

     (g)  Computations of Fees . All computations of Facility Fees, LC Fees and other Fees hereunder shall be made on the actual number of days elapsed over a year of 360 days, unless based on the Base Rate, in which case they shall be calculated on the basis of a 365 or 366 day year, as applicable, for the actual days elapsed.

     Section 2.12 Termination and Reduction of Commitments .

     (a)  Mandatory Termination of Commitments . All of the Commitments shall terminate on the Credit Facility Termination Date.

     (b)  Voluntary Termination of the Commitments . Upon at least three Business Days’ prior irrevocable written notice (or telephonic notice confirmed in writing) to the Global Agent at its Notice Office (which notice the Global Agent shall promptly transmit to each of the Lenders), the Company shall have the right to terminate in whole the Commitments, provided that (i) all outstanding Loans and Unpaid Drawings are contemporaneously prepaid in accordance with Section 2.13 and (ii) either there are no outstanding Letters of Credit or the Company shall contemporaneously cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each LC Issuer and the Required Lenders).

     (c)  Partial Reduction of Commitments . Upon at least three Business Days’ prior irrevocable written notice (or telephonic notice confirmed in writing) to the Global Agent at its Notice Office (which notice the Global Agent shall promptly transmit to each of the Lenders), the Company shall have the right to partially and permanently reduce the Unutilized Total Revolving Commitment; provided, however, that (i) any such reduction shall apply to proportionately (based on each Lender’s Fixed Commitment Percentage) and permanently reduce the Facility Commitment of each Lender and the Canadian Commitment of each Canadian Lender, (ii) such reduction shall apply to proportionately and permanently reduce the Revolving Facility LC Commitment Amount and the Maximum Foreign Exposure Amount, but only to the extent that the Unutilized Total Revolving Commitment would be reduced below any such limits, (iii) no such reduction shall be permitted if any Borrower would be required to make a mandatory prepayment of Loans or cash collateralize Letters of Credit pursuant to Section 2.13, and (iv) any partial reduction shall be in the amount of at least $25,000,000 (or, if greater, in integral multiples of $5,000,000).

     Section 2.13 Payments and Prepayments of Loans .

     (a)  Voluntary Prepayments . Each Borrower shall have the right to prepay any of the Loans owing by it, in whole or in part, without premium or penalty ( except as specified in subpart (d) below), from time to time. The Borrower making such prepayment shall give the Global Agent at the Notice Office written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Global Agent) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Fixed Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Global Agent by (x) 11:00 A.M. (local time at the Notice Office) three Business Days prior to the date of such prepayment, in the case of any prepayment of Fixed Rate Loans, or (y) 11:00 A.M. (local time at the Notice Office) one Business Day prior to the date of such prepayment, in the case of any prepayment of Base Rate Loans, and which notice shall promptly be transmitted by the Global Agent to each of the affected Lenders; provided, however, that (i) in the case of prepayment of any Borrowings, each partial prepayment of any such Borrowing shall be in an aggregate principal of at least $5,000,000 (or, if less, the full amount of such Borrowing) or the Dollar Equivalent thereof, or an integral multiple of $1,000,000 or the Dollar Equivalent thereof in excess thereof; (ii) no partial prepayment of any Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and (iii) each prepayment in respect of any Loans shall, unless otherwise specified by the applicable Borrower, be applied to repay such Loans in accordance with Section 2.14(b).

     (b)  Mandatory Payments . The Loans shall be subject to mandatory repayment or prepayment, and the Revolving LC Outstandings shall be subject to cash collateralization requirements, in accordance with the following provisions:

     (i) Maturity . Unless Continued or Converted in accordance with the terms of this Agreement, the principal amount of each Fixed Rate Loan shall be payable by the applicable Borrower on the last day of the Interest Period applicable to such Fixed Rate Loan. The entire principal amount of all outstanding Loans owing by each Borrower shall be repaid in full on the Credit Facility Termination Date.

     (ii) Loans Exceed the Commitments . If on any date (after giving effect to any other payments on such date) (A) the Aggregate Credit Facility Exposure exceeds the Maximum Credit Facility Amount, (B) the Credit Facility Exposure of any Lender exceeds such Lender’s Facility Commitment, (C) the Revolving Facility Exposure of any Lender exceeds such Lender’s Facility Commitment, (D) the Aggregate Revolving Facility Exposure exceeds the Total Facility Commitment, (E) the Aggregate Revolving Facility Exposure at such time that is denominated in any Designated Foreign Currency exceeds the Maximum Foreign Exposure Amount, (F) the Foreign Subsidiary Borrower Exposure exceeds the Maximum Foreign Exposure Amount, (G) the Canadian Sub-Facility Exposure of any Canadian Lender exceeds such Canadian Lender’s Canadian Commitment, (H) the Aggregate Canadian Sub-Facility Exposure exceeds the Total Canadian Commitment, or (I) the aggregate principal amount of Swing Loans outstanding exceeds the Swing Line Commitment, then , in the case of each of the foregoing, the applicable Borrower or the Company shall prepay on such date the principal amount of Loans and, after Loans have been paid in full, Unpaid Drawings, in an aggregate amount at least equal to such excess and conforming in the case of partial prepayments of Loans to the requirements as to the amounts of partial prepayments of Loans that are contained in subpart (a) above; provided , however , that the Borrowers shall not be required to prepay Loans in the case of clauses (E), (F), (G) or (H) above to the extent that the Foreign Subsidiary Borrower Exposure, Canadian Sub-Facility Exposure, or Aggregate Canadian Sub-Facility Exposure, as the case may be, exceeds the applicable maximum amount solely as a result of fluctuations in the exchange rate applicable to any Designated Foreign Currency or Canadian Dollars, as applicable, and only to the extent the applicable Foreign Exposure is not more than 105% of the applicable maximum.

     (iii) Revolving Facility LC Outstandings Exceed Commitment . If on any date (A) the Revolving Facility LC Outstandings exceed the Revolving Facility LC Commitment Amount as then in effect, then the applicable LC Obligor or the Company shall pay to the Global Agent an amount in cash equal to such excess and the Global Agent shall hold such payment as security for the reimbursement obligations of the applicable LC Obligors hereunder in respect of Revolving Facility Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Global Agent, each LC Issuer and the Company (which shall permit certain investments in Permitted Investments satisfactory to the Global Agent, each LC Issuer and the Company until the proceeds are applied to the secured obligations).

     (c)  Particular Loans to be Prepaid . With respect to each repayment or prepayment of Loans required by this Section, the Borrower making such repayment or prepayment shall designate the Types of Loans that are to be repaid or prepaid and the specific Borrowing(s) pursuant to which such repayment or prepayment is to be made ; provided, however, that (i) such Borrower shall first so designate all Loans that are Base Rate Loans and Fixed Rate Loans with Interest Periods ending on the date of repayment or prepayment prior to designating any other Fixed Rate Loans for repayment or prepayment, (ii) if the outstanding principal amount of Fixed Rate Loans made pursuant to a Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such repayment or prepayment, then all the Loans outstanding pursuant to such Borrowing shall, in the case of Eurodollar Loans or BA Equivalent

Loans, be Converted into Base Rate Loans and, in the case of Foreign Currency Loans, be repaid in full, and (iii) each repayment and prepayment of any Loans made pursuant to a Borrowing shall be applied in accordance with Section 2.14(b). In the absence of a designation by a Borrower as described in the preceding sentence, the Global Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Article III.

     (d)  Breakage and Other Compensation . Any prepayment made pursuant to this Section shall be accompanied by any amounts payable in respect thereof under Article III hereof.

     Section 2.14 Method and Place of Payment .

     (a)  Generally . All payments made by any Borrower hereunder, under any Note or any other Loan Document, shall be made without setoff, counterclaim or other defense.

     (b)  Application of Payments . Except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, (i) all payments and prepayments of Loans (other than Swing Loans) and Unpaid Drawings with respect to Letters of Credit shall be applied by the Global Agent for the ratable benefit of the Lenders entitled thereto (based on each such Lender’s Payment Sharing Percentage at the time of such payment) to pay or prepay such Loans or Unpaid Drawings, (ii) all payments or prepayments of Swing Loans and payments of interest thereon shall be applied to pay or prepay such Swing Loans and unpaid interest thereon, (iii) all payments of Fees shall be applied as set forth in Section 2.11, and (iv) with respect to any other amounts, such amounts shall be distributed by the Global Agent for the ratable account of the Lenders entitled thereto in accordance with the terms of this Agreement.

     (c)  Payment of Obligations . Except as set forth in subpart (d) below, all payments under this Agreement with respect to any of the Obligations shall be made to the Global Agent on the date when due and shall be made at the Payment Office in immediately available funds and, except as set forth in the next sentence, shall be made in Dollars. With respect to any Foreign Currency Loan, all payments (including prepayments) to any Lender of the principal of or interest on such Foreign Currency Loan shall be made in the same Designated Foreign Currency as the original Loan and with respect to any Revolving Facility Letter of Credit issued in a Designated Foreign Currency, all Unpaid Drawings with respect to each such Revolving Facility Letter of Credit shall be made in the same Designated Foreign Currency in which each such Revolving Facility Letter of Credit was issued, unless the applicable LC Issuer agrees otherwise.

     (d)  Canadian Obligations . All payments under this Agreement with respect to the Canadian Obligations shall be made to the Canadian Administrative Branch of the Global Agent not later than 11:00 A.M. (local time at the Canadian Payment Office) on the date when due and shall be made at the Canadian Payment Office in immediately available funds and in Canadian Dollars.

     (e)  Timing of Payments . Any payments under this Agreement that are made later than 11:00 A.M. (local time at the Payment Office or the Canadian Payment Office, as the case may be) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

     (f)  Distribution to Lenders . Upon the Global Agent’s receipt of payments hereunder, the Global Agent shall immediately distribute to each Lender or the applicable LC Issuer, as the case may be, its ratable share (as determined in accordance with subpart (b) above), if any, of the amount of principal, interest, and Fees received by it for the account of such Lender. Payments received by the Global Agent in Dollars shall be delivered to the Lenders or the applicable LC Issuer, as the case may be, in Dollars in immediately available funds. Payments received by the Global Agent in any Designated Foreign Currency

or Canadian Dollars shall be delivered to the Lenders or the applicable LC Issuer, as the case may be, in such Designated Foreign Currency or Canadian Dollars, as applicable, in same day funds; provided, however, that if at any time insufficient funds are received by and available to the Global Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees then due hereunder then, except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, such funds shall be applied (i)  first , towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and (ii)  second , towards payment of principal and Unpaid Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unpaid Drawings then due to such parties.

     Section 2.15 Authority of Company; Liability of Foreign Subsidiary Borrowers .

     (a)  Authority of the Company . Each Foreign Subsidiary Borrower hereby irrevocably designates and appoints the Company as its agent under this Agreement and the other Loan Documents and hereby irrevocably authorizes the Company to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers (including, but not limited to, requesting a Loan or Letter of Credit for such Foreign Subsidiary Borrowers hereunder) and perform such duties as such Foreign Subsidiary Borrower could exercise on its own (which the Company may, but shall not be obligated to, do), together with such other powers as are reasonably incidental thereto, with all such actions by the Company that purport to be on behalf of any Foreign Subsidiary Borrower being sufficient, without any further action or authorization by such Foreign Subsidiary Borrower, to bind such Foreign Subsidiary Borrower. The Global Agent, the Lenders and each LC Issuer shall be entitled to rely upon all statements, certificates, notices, consents, affidavits, letters, cablegrams, telegrams, facsimile transmissions, electronic transmissions, e-mails, telex or teletype messages, orders or other documents or conversations furnished or made by the Company pursuant to any of the provisions of this Agreement or any of the other Loan Documents, or otherwise in connection with the transactions contemplated by the Loan Documents, as being made or furnished on behalf of, and with the effect of irrevocably binding, each Foreign Subsidiary Borrower, without any duty to ascertain or to inquire as to the authority of the Company in so doing. Notwithstanding the foregoing, the Global Agent, the Lenders and each LC Issuer may also rely on or act in accordance with directions or instructions coming directly from any such Foreign Subsidiary Borrower.

     (b)  Foreign Revolving Facility Borrowers . The parties intend that this Agreement shall in all circumstances be interpreted to provide that each Foreign Revolving Facility Borrower is liable only for Loans made to such Foreign Revolving Facility Borrower, interest on such Loans, such Foreign Revolving Facility Borrower’s reimbursement obligations with respect to any Revolving Facility Letter of Credit issued for its account and its ratable share of any of the other Obligations, including, without limitation, general fees, reimbursements and charges hereunder and under any other Loan Document that are attributable to it. The liability of any Foreign Revolving Facility Borrower for the payment of any of the Obligations or the performance of its covenants, representations and warranties set forth in this Agreement and the other Loan Documents shall be several from but not joint with the Obligations of any other Borrower. Nothing in this Section is intended to limit, nor shall it be deemed to limit, any of the liability of the Company for any of the Obligations, whether in its primary capacity as a Borrower, pursuant to its guaranty obligations set forth in Article X, at law or otherwise.

     Section 2.16 Eligibility and Addition/Release of Foreign Subsidiary Borrowers .

     (a)  No Foreign Subsidiary Borrowers as of the Closing Date . The parties hereto acknowledge that there are no Foreign Revolving Facility Borrowers and is no Canadian Borrower as of the Closing Date and, as such, no Foreign Subsidiary of the Company shall be permitted to request or receive the proceeds of any Borrowing nor shall any Letter of Credit be issued for its account until such time as one or

more Foreign Subsidiary Borrowers or a Canadian Borrower are added as Borrowers in accordance with the provisions hereof and of Section 5.02.

     (b)  Eligibility of Foreign Subsidiaries . At any time, at the request of the Company, (i) a Schedule 5 Foreign Subsidiary or, (ii) with the consent of the Global Agent and the Lenders, a Foreign Subsidiary organized under the laws of any other jurisdiction, may become a Foreign Subsidiary Borrower hereunder, provided that (i) only a Foreign Subsidiary that is organized under the laws of Canada or any Province thereof may become the Canadian Borrower and no Foreign Subsidiary organized under the laws of Canada or any Province thereof may become a Foreign Revolving Facility Borrower; (ii) prior to becoming a Foreign Subsidiary Borrower, the Company has provided to the Global Agent a written request signed by the Company and such Foreign Subsidiary, that such Foreign Subsidiary be designated as a Foreign Subsidiary Borrower pursuant to the terms of this Agreement; (iii) such Foreign Subsidiary shall be a wholly-owned Subsidiary of the Company; (iv) the Company and such Foreign Subsidiary shall have satisfied the conditions precedent set forth in Section 5.02; (v) other than with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or any Lender not being a Qualifying Lender; (vi) with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or any Lender not being a Qualifying Lender, provided that any failure to satisfy the foregoing conditions in this subclause (vi) shall result solely from a change in law occurring after the Closing Date; (vii) other than with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender and no Event of Default shall exist or begin to exist; and (viii) with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender ( provided that a failure of a Lender to be a Qualifying Lender shall result solely from a change in law occurring after the Closing Date) and no Event of Default shall exist or begin to exist.

     (c)  Notification to Lenders . Upon satisfaction by the Company and any Foreign Subsidiary of the requirements set forth in subpart (b) above, and the Global Agent’s satisfaction that the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder is appropriately documented pursuant to this Agreement and the other Loan Documents, the Global Agent shall promptly notify the Company, such Foreign Subsidiary and the Lenders thereof, and shall notify the Lenders whether such Foreign Subsidiary is the Canadian Borrower or a Foreign Revolving Facility Borrower, whereupon such Foreign Subsidiary shall be designated a “Foreign Subsidiary Borrower” pursuant to the terms and conditions of this Agreement, and such Foreign Subsidiary shall become bound by all representations, warranties, covenants, provisions and conditions of this Agreement and each other Loan Document applicable to the Foreign Subsidiary Borrowers as if such Foreign Subsidiary Borrower had been the original party making such representations, warranties and covenants.

     (d)  Release of Foreign Subsidiary Borrowers . Upon written request of the Company and any Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower may be released as a Foreign Subsidiary Borrower hereunder, so long as (i) such Foreign Subsidiary Borrower does not have any Credit Facility Exposure owing to any Lender at such time and has paid all accrued and unpaid interest and fees, if any, owing by it, and (ii) no Event of Default shall exist or immediately thereafter shall begin to exist. No such release shall be effective until confirmed by the Global Agent to the Company, such Foreign Subsidiary Borrower and the Lenders in writing, which the Global Agent agrees to do forthwith upon satisfaction of

the preceding clauses (i) and (ii). The Lenders hereby authorize the Global Agent to release such Foreign Subsidiary Borrower in accordance with the terms and conditions of this subpart and agree that the Global Agent may execute and deliver such documents or agreements as the Global Agent shall deem necessary or appropriate in connection therewith. No release of a Foreign Subsidiary Borrower shall affect the Company’s obligations under Article X of this Agreement or any other Credit Party’s obligations under the Domestic Credit Party Guaranty.

     Section 2.17 Increase in Credit Facility .

     (a) The Company may, by written notice to the Global Agent from time to time, request that the Total Facility Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Upon the approval of such request by the Global Agent (which approval shall not be unreasonably withheld), the Global Agent shall deliver a copy thereof to each Lender with a Facility Commitment. Such notice shall set forth the amount of the requested increase in the Total Facility Commitment (which shall be in minimum increments of $25,000,000 and a minimum amount of $25,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Credit Facility Termination Date), and shall offer each such Lender the opportunity to increase its Facility Commitment by its Fixed Commitment Percentage of the proposed increased amount. Each such Lender shall, by notice to the Company and the Global Agent given not more than 10 days after the date of the Global Agent’s notice, either agree to increase its Facility Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “ Increasing Revolving Lender ”) or decline to increase its Facility Commitment (and any such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Facility Commitment, and each Lender so declining or being deemed to have declined being a “ Non-Increasing Revolving Lender ”). In the event that, on the 10 ^th day after the Global Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Facility Commitments by an aggregate amount less than the increase in the Total Facility Commitment requested by the Company, the Company may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause being an “ Augmenting Revolving Lender ”), which may include any Lender, to extend Facility Commitments or increase their existing Facility Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Lender with a Facility Commitment hereunder, shall be subject to the approval of the Global Agent (which approval shall not be unreasonably withheld) and the Company and each Augmenting Revolving Lender shall execute all such documentation as the Global Agent shall reasonably specify to evidence its Facility Commitment and/or its status as a Lender with a Facility Commitment hereunder. Any increase in the Total Facility Commitment may be made in an amount that is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

     (b) Each of the parties hereto agrees that the Global Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Facility Commitment pursuant to this Section 2.17, the outstanding Revolving Loans (if any) are held by the Lenders with Facility Commitments in accordance with their new Fixed Commitment Percentages. This may be accomplished at the discretion of the Global Agent (w) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings, (x) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and Augmenting Revolving Lenders, (y) by permitting the Revolving Borrowings outstanding at the time of any increase in the Total Facility Commitment pursuant to this Section 2.17 to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Revolving Borrowings other than in accordance with their new Fixed Commitment Percentages,

or (z) by any combination of the foregoing. Notwithstanding the foregoing, in order to eliminate any break funding liability to any Borrower, if, upon the date of any increase in the Total Facility Commitment pursuant to this Section 2.17, there is an unpaid principal amount of Revolving Loans outstanding to the Borrower, the principal outstanding amount of all such Revolving Loans shall (A) in the case of such Revolving Loans which are Base Rate Loans, be immediately prepaid by the Borrower (but all such Revolving Loans may, on the terms and conditions, be reborrowed on such date on a pro rata basis, based on the revised Commitments as then in effect) and (B) in the case of such Revolving Loans which are Eurodollar Loans, continue to remain outstanding (notwithstanding any other requirement in this Agreement that such Revolving Loans be held on a pro rata basis based on the revised Commitments as then in effect) until the end of the then current Interest Period therefore, at which time such Eurodollar Loans shall be paid by the Borrower (but all such Revolving Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the Commitments as then in effect). Any prepayment or assignment described in this paragraph (b) shall be without premium or penalty.

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