SYNDICATED FACILITY AGREEMENT

Exhibit 10.1

Execution Version

SYNDICATED FACILITY AGREEMENT

among

TOYS “R” US (UK) LIMITED,

CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY HERETO,

TOYS “R” US (AUSTRALIA) PTY LTD.,

CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY HERETO,

VARIOUS LENDERS,

DEUTSCHE BANK AG NEW YORK BRANCH,
as ADMINISTRATIVE AGENT and SECURITY AGENT,

DEUTSCHE BANK AG, LONDON BRANCH,
as FACILITY AGENT

and

DEUTSCHE BANK AG NEW YORK BRANCH

and

BANK OF AMERICA, N.A.,
as CO-COLLATERAL AGENTS

Dated as of October 15, 2009

DEUTSCHE BANK SECURITIES INC.

and

BANC OF AMERICA SECURITIES LLC,
as JOINT LEAD ARRANGERS,

DEUTSCHE BANK SECURITIES INC,

and

BANC OF AMERICA SECURITIES LLC,
as JOINT BOOK-RUNNERS,

BANC OF AMERICA SECURITIES LLC, as SYNDICATION AGENT,

and

CITIBANK, N.A.

and

GOLDMAN SACHS LENDING PARTNERS LLC,
as DOCUMENTATION AGENTS

Bringing this document or any certified copy of this document into the Republic of Austria as well as any written confirmation or written reference to this document may cause the imposition of Austrian Stamp Tax.

          SYNDICATED FACILITY AGREEMENT, dated as of October 15, 2009, among Toys “R” Us Europe, LLC, (the “ European Parent Guarantor ”), TRU Australia Holdings, LLC, (the “ Australian Parent Guarantor ”), Toys “R” Us (UK) Limited (the “ UK Holdco ”), Toys “R” Us Limited (“ Toys UK ” and together with the UK Holdco, the “ U.K. Borrowers ”), Toys “R” Us (Australia) Pty Ltd (ABN 77 057 455 026) (the “ Australian Borrower ”), Toys “R” Us GmbH (the “ German Borrower ”), Toys “R” Us SARL (the “ French Borrower ”), Toys “R” Us Iberia, S.A. (the “ Spanish Borrower ” and, together with the U.K. Borrowers, Australian Borrower, German Borrower and French Borrower, collectively, the “ Borrowers ”), the other Obligors party hereto from time to time (including any additional Guarantors who join pursuant to Section 17.20) the Lenders party hereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Security Agent, Deutsche Bank AG, London Branch, as Facility Agent, Deutsche Bank AG New York Branch and Bank of America, N.A., as Co-Collateral Agents. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

W I T N E S S E T H :

          WHEREAS, the proceeds of Loans and the Commitments hereunder will refinance the borrowings and commitments under the Existing Credit Agreement; and

          WHEREAS, subject to and upon the terms and conditions set forth herein, the Lead Arrangers have arranged, and the Lenders are willing to make available to the Borrowers, the senior secured revolving credit facility provided for herein;

          NOW, THEREFORE, IT IS AGREED:

          SECTION 1. Definitions and Accounting Terms .

          1.01. Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

          “ Account ” shall mean an “account” as such term is defined in Article 9 of the UCC and any and all supporting obligations in respect thereof and also means a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, or (c) arising out of the use of a credit or charge card or information contained on or for use with the card. The term “Account” does not include (a) rights to payment evidenced by chattel paper or an instrument, (b) commercial tort claims, (c) deposit accounts, (d) investment property, (e) letter-of-credit rights or letters of credit, or (f) rights to payment for money or funds advanced other than rights arising out of the use of a credit or charge card or information contained on or for use with the card.

          “ Acquired Entity or Business ” shall mean either (x) the assets constituting a business, division or product line of any Person not already an Obligor or (y) 100% of the Equity Interests of any such Person, which Person shall, as a result of the acquisition of such Equity

Interests, become a Wholly-Owned Subsidiary of an Obligor (or shall be merged with and into an Obligor, with such Obligor being the surviving or continuing Person).

          “ Adjustable Applicable Margins ” shall have the meaning provided in the definition of Applicable Margin.

          “ Administrative Agent ” shall mean Deutsche Bank AG New York Branch, in its capacity as Administrative Agent for the Lenders hereunder and under the other Credit Documents, and shall include any successor to the Administrative Agent appointed pursuant to Section 12.09 .

          “ Advisory Agreement ” shall mean the Advisory Agreement dated as of July 21, 2005 by and among the Parent, Bain Capital Partners, LLC, Bain Capital, Ltd., Toybox Holdings, LLC and Vornado Truck LLC, as amended and in effect from time to time in a manner not prohibited hereunder.

          “ Advisory Fees ” shall mean annual advisory fees, closing fees and transaction fees payable by the Obligors pursuant to the Advisory Agreement, but not to exceed the amounts payable thereunder as in effect on the Effective Date.

          “ Affiliate ” shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with such Person.

          “ Agents ” shall mean and include the Administrative Agent, the Facility Agent, the Security Agent, the Co-Collateral Agents, the Lead Arrangers, the Syndication Agent and the Documentation Agents.

          “ Aggregate Cap Amount ” shall mean £140,000,000.

          “ Aggregate Consideration ” shall mean, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the aggregate amount of all cash paid (or to be paid) by any Group Member in connection with such Permitted Acquisition (including, without limitation, payments of fees and costs and expenses in connection therewith) and all contingent cash purchase price, earn-out, non-compete and other similar obligations of any Group Member incurred and reasonably expected to be incurred in connection therewith (as determined in good faith by the Obligors’ Agent), (ii) the aggregate principal amount of all Indebtedness assumed, incurred, refinanced and/or issued in connection with such Permitted Acquisition to the extent permitted by Section 10.04 , and (iii) the Fair Market Value of all other consideration payable in connection with such Permitted Acquisition.

          “ Aggregate Exposure ” shall mean, at any time, the sum of (a) the aggregate principal amount of all Loans then outstanding (for this purpose, using the Pounds Sterling Equivalent of amounts not denominated in Pounds Sterling) and (b) the aggregate amount of all Letter of Credit Outstandings at such time (exclusive of Letter of Credit Outstandings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Loans).

          “ Agreed Security Principles ” shall mean those principles set forth on Schedule 1.01(c) hereto.

          “ Agreement ” shall mean this Syndicated Facility Agreement, as modified, supplemented, amended, restated (including any amendment and restatement hereof), extended or renewed from time to time.

          “ Agreement Value ” shall mean for each Hedge Agreement, on any date of determination, an amount determined by the Administrative Agent in its reasonable discretion equal to:

     (a) in the case of a Hedge Agreement documented pursuant to an ISDA Master Agreement, the amount, if any, that would be payable by any Obligor to its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement was being terminated early on such date of determination, (ii) such Obligor was the sole “Affected Party” (as therein defined) and (iii) the Administrative Agent was the sole party determining such payment amount (with the Administrative Agent making such determination pursuant to the provisions of the form of ISDA Master Agreement);

     (b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the Obligor which is party to such Hedge Agreement, determined by the Administrative Agent based on the settlement price of such Hedge Agreement on such date of determination; or

     (c) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the Obligor that is party to such Hedge Agreement determined by the Administrative Agent as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Obligor exceeds (ii) the present value of the future cash flows to be received by such Obligor in each case pursuant to such Hedge Agreement.

          “ Anti-Terrorism Laws ” shall have the meaning provided in Section 8.22(a) .

          “ Applicable Commitment Fee Percentage ” shall mean (i) for any day on which the Aggregate Exposure is less than or equal to 33.0% of the Total Commitment then in effect, 1.00%, (ii) for any day on which the Aggregate Exposure exceeds 33% of the Total Commitment then in effect but is less than or equal to 66% of the Total Commitment then in effect, 0.75% and (ii) for any day on which the Aggregate Exposure exceeds 66% of the Total Commitment then in effect, 0.50%.

          “ Applicable Eligible Jurisdiction ” shall mean (i) in the case of Eligible Credit Card Receivables of the Qualified Obligors, England and Wales and Australia, as applicable, and (ii) in the case of Eligible Inventory of the Qualified Obligors, England and Wales and Australia, as applicable.

          “ Applicable Law ” shall mean as to any Person (a) all laws, statutes, rules, regulations, orders, codes, ordinances or other requirements having the force of law and (b) all

court orders, decrees, judgments, injunctions, notices, binding agreements and/or rulings, in each case, of or by any Governmental Authority which has jurisdiction over such Person or any property of such Person.

          “ Applicable Margin ” initially shall mean a percentage per annum equal to 4.00%. From and after each day of delivery of any certificate delivered in accordance with the first sentence of the following paragraph indicating an entitlement to a different margin for any Loans than that described in the immediately preceding sentence (each, a “ Start Date ”) to and including the applicable End Date described below, the Applicable Margins for such Loans (hereinafter, the “ Adjustable Applicable Margins ”) shall be those set forth below opposite the Historical Excess Availability indicated to have been achieved in any certificate delivered in accordance with the following sentence:

          The Historical Excess Availability used in a determination of Adjustable Applicable Margins shall be determined based on the delivery of a certificate of the Obligors’ Agent (each, a “ Quarterly Pricing Certificate ”) by an Authorized Officer of the Obligors’ Agent to the Administrative Agent (with a copy to be sent by the Administrative Agent to each Lender), within 5 days of the last day of any fiscal quarter of the Obligors’ Agent which certificate shall set forth the calculation of the Historical Excess Availability as at the last day of the Test Period ended immediately prior to the relevant Start Date. The Adjustable Applicable Margins so determined shall apply, except as set forth in the succeeding sentence, from the relevant Start Date to the earliest of (x) the date on which the next certificate is delivered to the Administrative Agent or (y) the date which is 5 days following the last day of the Test Period in which the previous Start Date occurred (such earliest date, the “ End Date ”), at which time, if no certificate has been delivered to the Administrative Agent indicating an entitlement to new Adjustable Applicable Margins (and thus commencing a new Start Date), the Adjustable Applicable Margins shall be those that correspond to a Historical Excess Availability at Level III (such Adjustable Applicable Margins as so determined, the “ Highest Adjustable Applicable Margins ”). Notwithstanding anything to the contrary contained above in this definition, (x) the Adjustable Applicable Margins shall be the Highest Adjustable Applicable Margins at all times during which there shall exist any Event of Default and (y) so long as no Default or Event of Default exists, at all times prior to the date of delivery of the Quarterly Pricing Certificate for the first Fiscal Quarter ending after the first anniversary of the Effective Date the Adjustable Applicable

Margins shall be maintained at Level II above. The Administrative Agent shall notify the Facility Agent in writing when the Applicable Margin changes.

          “ Approved Member State ” shall mean any country which is the jurisdiction of incorporation or organization of any Group Member.

          “ Asset Sale ” shall mean any sale, transfer or other disposition by any Obligor to any Person (including by way of redemption by such Person) other than to an Obligor of any asset (including, without limitation, any capital stock or other securities of, or Equity Interests in, another Person), but excluding (x) sales of assets pursuant to Sections 10.02(ii) , (iii) , (v) , (vi) , (vii) , (viii) , (ix) , (x) , (xi) and (xii) and (y) any other sale, transfer or disposition (for such purpose, treating any series of related sales, transfers or dispositions as a single such transaction) that generates Net Sale Proceeds of less than £2,000,000.

          “ Assignment and Assumption Agreement ” shall mean an Assignment and Assumption Agreement substantially in the form of Exhibit L .

          “ Associate ” shall have the meaning given in section 128F(9) of the Australian Tax Act.

          “ Australian Borrower ” shall have the meaning provided in the first paragraph of this Agreement.

          “ Australian Borrowing Limit ” shall mean £55,000,000.

          “ Australian Collection Account ” shall mean each account established at an Australian Collection Bank subject to a Cash Management Control Agreement into which funds shall be transferred as provided in Section 5.03(c) .

          “ Australian Collection Banks ” shall have the meaning provided in Section 5.03(c) .

          “ Australian Disbursement Account ” shall mean each checking and/or disbursement account maintained by the Australian Obligors for their respective general corporate purposes, including for the purpose of paying their trade payables and other operating expenses (other than a disbursement account that is an Excluded Account).

          “ Australian Dollar Loans ” shall mean each Loan denominated in Australian Dollars at the time of the incurrence thereof.

          “ Australian Dollar Rate ” shall mean (a) the applicable Australian Screen Rate; or (b) if (i) no Australian Screen Rate is available for the currency or period of that Loan or (ii) the basis on which the agreed Australian Screen Rate page is calculated or displayed is changed and the Required Lenders instruct the Administrative Agent (after consultation by the Administrative Agent with the Australian Borrower) that in their opinion it ceases to reflect the Lenders’ cost of funding to the same extent as at the date of this Agreement, and no new relevant page is specified under the definition of “Australian Screen Rate”, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Administrative Agent at its request

quoted by the Facility Agent to leading banks in the London interbank market, as of 11:00 (London time) on the Interest Determination Date for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan; provided that in the event the Administrative Agent has made any determination pursuant to Section 2.10(a)(i) in respect of Australian Dollar Loans, or in the circumstances described in clause (i) to the proviso to Section 2.10(b) in respect of such Australian Dollar Loans, the Australian Dollar Rate determined pursuant to this definition shall instead be the rate determined by each affected Lender to be that which expresses as a percentage rate per annum the cost to that affected Lender of funding its participation in that Australian Dollar Loan from whatever source or sources it may reasonably select.

          “ Australian Dollars ” and “ A$ ” shall mean freely transferable lawful currency of the Commonwealth of Australia (expressed in Australian dollars).

          “ Australian Employee Liability Reserves ” shall mean, with respect to each Australian Obligor, such amount as the Co-Collateral Agent may from time to time determine, which amount shall represent an amount payable by such Australian Obligor pursuant to sections 556(1)(e), 556(1)(g) and 556(1)(h) of the Corporations Act.

          “ Australian Obligor ” shall mean any Obligor incorporated, organized or established under the laws of the Commonwealth of Australia.

          “ Australian Parent Guarantor ” shall have the meaning set forth in the preamble hereto.

          “ Australian Perfection Certificate ” shall mean the Australian Perfection Certificate in the form thereof included in Exhibit D-1 or any other form approved by the Administrative Agent, as the same may be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

          “ Australian Screen Rate ” shall mean in relation to Australian Dollar Rate, the British Bankers’ Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Reuters screen for a term equivalent to the relevant period. If the agreed page is replaced, the service ceases to be available, or the basis on which that rate is calculated or displayed is changed and the Required Lenders instruct the Administrative Agent (after consultation by the Administrative Agent with the Obligors’ Agent) that in their opinion it ceases to reflect the Lenders’ cost of funding to the same extent as at the date of this Agreement, the Administrative Agent on the instructions of the Required Lenders may specify another page or service displaying the appropriate rate after consultation by the Administrative Agent with the Obligors’ Agent.

          “ Australian Tax Act ” shall mean the Income Tax Assessment Act 1936 (Australia) or the Income Tax Assessment Act 1997 (Australia), as the context requires.

          “ Authorized Officer ” shall mean, with respect to (a) delivering Notices of Borrowing, Notices of Continuation and similar notices, any person or persons that has or have been authorized by the board of directors of the respective Borrower to deliver such notices pursuant to this Agreement and that has or have appropriate signature cards on file with the

Administrative Agent or the respective Issuing Lender, (b) delivering financial information and officer’s certificates pursuant to this Agreement, a director, chief financial officer, treasurer or the principal accounting officer of the Obligors’ Agent and (c) any other matter in connection with this Agreement or any other Credit Document, any executive officer or financial officer of the respective Obligor and any other officer or similar official with responsibility for the administration of the obligations in respect of this Agreement.

          “ Availability Condition ” shall mean (A) in the case of determining whether a Dominion Period is in effect, the greater of (i) £19,000,000 and (ii) 17 ¹ / 2 % of the lesser of (x) the Total Commitment as then in effect and (y) the Borrowing Base at such time and (B) in the case of determining whether a Compliance Period is in effect, the greater of (i) £14,000,000 and (ii) 12 ¹ / 2 % of the lesser of (x) the Total Commitment as then in effect and (y) the Borrowing Base at such time.

          “ Available Currency ” shall mean (i) with respect to the U.K. Borrowers, U.S. Dollars, Australian Dollars, Pounds Sterling and Euros, (ii) with respect to the Australian Borrower, U.S. Dollars, Australian Dollars, Pounds Sterling and Euros, (iii) with respect to the German Borrower, Euros, (iv) with respect to the Spanish Borrower, Euros and (v) with respect to the French Borrower, Euros.

          “ Back-Stop Arrangements ” shall have the meaning provided in Section 3.03(b) .

          “ Bank Product Reserve ” shall mean a reserve established by the Co-Collateral Agents from time to time in their Permitted Discretion in respect of the Obligors’ liabilities (or potential liabilities) as part of their cash management system under Cash Management Agreements such as, but not limited to, reserves for returned items, customary charges for maintaining Deposit Accounts and similar items. The Co-Collateral Agents shall establish reserves for any overdraft lines or similar arrangements which have been designated as Qualified Secured Cash Management Agreement pursuant to Section 13.21 .

          “ Bankruptcy Code ” shall have the meaning provided in Section 11.01(e) .

          “ Base Rate ” shall mean, at any time, the higher of (i) the Prime Lending Rate at such time and (ii) 1/2 of 1% in excess of the overnight Federal Funds Rate at such time.

          “ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States or any successor thereto.

          “ Borrower ” and “ Borrowers ” shall have the meaning provided in the first paragraph of this Agreement.

          “ Borrowing ” shall mean the borrowing of one Type of Loan from all the Lenders having Commitments on a given date (or resulting from a conversion or conversions on such date) having the same Interest Period.

          “ Borrowing Base ” shall mean, as of any date of calculation, the amount calculated pursuant to the Borrowing Base Certificate most recently delivered to the Administrative Agent and each of the Co-Collateral Agents in accordance with Section 9.01(j) , equal to, without

duplication, the sum of (a) 85% of Eligible Credit Card Receivables of the Qualified Obligors, plus (b) 85% of the then extant Net Orderly Liquidation Value of Eligible Inventory of the Qualified Obligors minus (c) the sum (without duplication) of the Reserves then established by the Co-Collateral Agents with respect to the Borrowing Base. The Co-Collateral Agents shall have the right (but no obligation) to review such computations and if such computations have not been calculated in accordance with the terms of this Agreement, the Co-Collateral Agents shall have the right to correct any such errors.

          “ Borrowing Base Certificate ” shall have the meaning provided in Section 9.01(j) .

          “ Borrowing Base Collateral ” shall mean any Collateral used in calculating the Borrowing Base.

          “ Business ” shall mean any corporation, limited liability company, unlimited liability company, limited or general partnership or other business entity (or the adjectival form thereof, where appropriate) or the equivalent of the foregoing in any foreign jurisdiction.

          “ Business Day ” shall mean (a) for all purposes other than as covered by clauses (b), (c) and (d) below, any day except Saturday, Sunday and any day which shall be in New York, New York or London, England, a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close, (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, U.S. Dollar Loans, any day which is a Business Day described in clause (a) above and which is also a day for trading by and between banks in U.S. dollar deposits in the London interbank eurodollar market, (c) with respect to all notices and determinations in connection with, and payments of principal and interest on or with respect to, Sterling Loans and Euro Loans, any day which is a Business Day described in clause (a) and which is also (i) a day for trading by and between banks in the London interbank market and which shall not be a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in London, England and (ii) in relation to any payment in Euros, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer 2 (TARGET 2) System is open and (d) with respect to all notices and determinations in connection with, and payments of principal and interest on, Australian Dollar Loans, any day which is a Business Day described in clause (a) above and which is also a day which is not a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in Sydney, Australia.

          “ Calculation Period ” shall mean, with respect to any Permitted Acquisition or any other event expressly required to be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the Test Period most recently ended prior to the date of such Permitted Acquisition or other event for which financial statements have been delivered to the Lenders pursuant to Section 9.01(b) or (c) , as applicable.

          “ Capital Expenditures ” shall mean, with respect to any Person, all expenditures by such Person which should be capitalized in accordance with GAAP and, without duplication, the amount of Capitalized Lease Obligations incurred by such Person; provided that “Capital Expenditures” shall not include (i) any additions to property, plant and equipment and other

capital expenditures made with (A) the proceeds of any equity securities issued or capital contributions received, or Indebtedness borrowed by any Group Member in connection with such capital expenditures (excluding borrowings under this Agreement), (B) the proceeds from any casualty insurance or condemnation or eminent domain, to the extent that the proceeds therefrom are utilized for capital expenditures within twelve months of the receipt of such proceeds, (C) the proceeds from any sale or other disposition of any Obligors’ assets (other than assets constituting Collateral consisting of Inventory and Accounts and the proceeds thereof), to the extent that the proceeds therefrom are utilized for capital expenditures within twelve months of the receipt of such proceeds, (ii) any portion of the purchase price of a Permitted Acquisition which is allocated to property, plant or equipment acquired as part of such Permitted Acquisition, or (iii) any expenditures which are contractually required to be, and are, reimbursed to the Obligors in cash by a third party (including landlords) during such period of calculation.

          “ Capitalized Lease Obligations ” shall mean, with respect to any Person, all rental obligations of such Person which, under GAAP, are or will be required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles.

          “ Cash Equivalents ” shall mean:

     (i) securities issued by, or unconditionally fully guaranteed by, the federal government of the United States, Australia, Switzerland, any Approved Member State or any agency or instrumentality thereof and in each case maturing within one year from the date of acquisition thereof;

     (ii) marketable direct obligations issued by any State of the United States of America or any political subdivision of any such State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

     (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

     (iv) (x) time deposits, demand deposits, bearer deposit notes, certificates of deposit, eurodollar time deposits, bankers’ acceptances or similar instruments of deposit, in each case, with maturities of not more than one year from the date of acquisition by such Person, and (y) overnight bank deposits, in the case of each of the foregoing clauses (x) and (y), issued by (i) any commercial bank organized under the laws of Australia, the United States of America or any State thereof or the District of Columbia having at the date of acquisition thereof combined capital and surplus of not less than $500,000,000 or (ii) any commercial bank organized under the laws of any member state of the European Union or any Approved Member State, as of the date hereof, or Switzerland having combined capital and surplus in excess of the applicable foreign currency equivalent of $500,000,000;

     (v) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above or with any primary dealer;

     (vi) investments of the type and maturity described in clause (i) though (v) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies;

     (vii) investments in money market or mutual funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (vi) above; and

     (viii) deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business.

          “ Cash Management Agreement ” shall mean any agreement to provide cash management services, including treasury, depository, overdraft, credit or debt card, electronic funds transfer and other cash management arrangements.

          “ Cash Management Control Agreement ” shall mean a power of attorney, or signing rights “control agreement” or other agreement, in each case in form and substance reasonably acceptable to the Administrative Agent which, in the case of the English Obligors and Australian Obligors, can be incorporated within the relevant Security Document governed by the laws of England and Wales or Australia (as applicable) (unless a separate control agreement is deemed advisable by the Administrative Agent), and containing terms regarding the treatment of all cash and other amounts on deposit in (or credited to) the respective Deposit Account governed by such Cash Management Control Agreement consistent with the requirements of Section 5.03 .

          “ Cash Management Creditors ” shall mean, collectively, each Lender Counterparty and each person (other than a Group Member or Affiliate thereof) party to a Secured Cash Management Agreement.

          “ Cash Management Obligations ” shall have the meaning specified in the definition of “Secured Obligations”.

          “ Centre of Main Interests ” shall have the meaning provided in Article 3(1) of Council Regulation (EC) No 1346/2000 of May 29, 2000 on Insolvency Proceedings.

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

          “ Change of Control ” shall mean at any time:

     (a) occupation of a majority of the seats (other than vacant seats) on the board of directors (or other body exercising similar management authority) of the Parent by Persons who were neither (i) nominated by the board of directors of the Parent (or prior to the consummation of a Qualifying IPO, the Sponsor) nor (ii) appointed by directors so nominated; or

     (b) after the consummation of a Qualifying IPO, any person or “group” (within the meaning of the Securities and Exchange Act of 1934, as amended) other than any one or more of the Sponsor Group, is or becomes the beneficial owner (within the meaning of Rule 13d-3 or 13d-5 of the Securities and Exchange Act of 1934, as amended, except that such person shall be deemed to have “beneficial ownership” of all Equity Interests that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of twenty-five percent (25%) or more (on a fully diluted basis) of the total then outstanding Equity Interests of the Parent entitled to vote for the election of directors of the Parent and (ii) Equity Interests of the Parent entitled to vote for the election of directors of the Parent in an amount greater than the number of shares of such capital stock beneficially owned by the Sponsor Group (or over which the Sponsor Group has voting control); or

     (c) prior to the consummation of a Qualifying IPO, a change in the Control of the Parent such that the Obligors are not Controlled by any one or more of the Sponsor Group; or

     (d) the Parent fails at any time to own, directly or indirectly, 100% of the Equity Interests of each Obligor free and clear of all Liens (other than those Liens specified in clauses (i), (iv) and (xi) of Section 10.01 ), except where such failure is as a result of a transaction permitted by the Credit Documents.

          “ Chief Executive Office ” shall mean, with respect to any Person, the location from which such Person manages the main part of its business operations or other affairs.

          “ Claims ” shall have the meaning provided in the definition of “Environmental Claims”.

          “ Co-Collateral Agent ” and “ Co-Collateral Agents ” shall mean Deutsche Bank AG New York Branch and Bank of America, N.A. in their capacity as co-collateral agents for the Secured Creditors pursuant to this Agreement.

          “ Code ” shall mean the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

          “ Collateral ” shall mean all property (whether real or personal) with respect to which any security interests have been granted (or purported to be granted) pursuant to any Security Document, including, without limitation, all cash and Cash Equivalents delivered as collateral pursuant to Section 5.02 or Section 11 .

          “ Collateral Access Agreement ” shall mean any landlord waivers, mortgagee waivers, bailee letters and any similar usage, access or acknowledgment agreements of any Person, such as a warehouseman, processor, lienholder or lessor, in possession of any assets of any Obligor, in each case in form and substance reasonably satisfactory to the Administrative Agent.

          “ Collateral and Guaranty Requirements ” shall mean, at any time, the requirement that:

     (a) on or prior to the Effective Date and as a condition precedent to such date, the Administrative Agent shall have received from the Obligors that are not Borrowers (i) a duly executed counterpart of this Agreement or a Joinder Agreement in respect thereof acceding to the Agreement as a Guarantor, and (ii) duly executed Security Documents required to be delivered by each Obligor specified on Schedule 1.01(d) Part 1 ;

     (b) on or prior to the 120 ^th day following the Effective Date and subject to the Agreed Security Principles, the Administrative Agent shall have received from the Obligors (i) duly executed Security Documents required to be delivered by each Obligor specified on Schedule 1.01(d) Part 2 and (ii) all related documentation (including, without limitation, opinions of counsel, corporate documents and proceedings and officer’s certificates) as such Obligor would have been required to deliver pursuant to Section 6 of this Agreement had such Security Document been delivered on the Effective Date;

     (c) on the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the Administrative Agent shall have received insurance certificates from the Parent’s insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 9.03 is in full force and effect and such certificates shall (i) name the Security Agent, as collateral agent on behalf of the Secured Creditors, as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to the Administrative Agent, that names the Security Agent, on behalf of the Lenders, as the loss payee and/or an additional insured thereunder and provides for at least thirty days’ prior written notice to the Administrative Agent of any cancellation of such policy;

     (d) subject to the Agreed Security Principles (which for avoidance of doubt for purposes of this clause (d) takes into account the stamp duties and other potentially significant costs that may be incurred by a Spanish Obligor), within 15 days (or such later date as the Administrative Agent may agree in its sole discretion) after any Obligor creates, establishes or acquires a Subsidiary (other than an Immaterial Subsidiary) or a Subsidiary which was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, the Administrative Agent shall have received from such Subsidiary (i) a duly executed counterpart to this Agreement (or a joinder agreement in respect thereof duly joining such Subsidiary as a Guarantor hereunder), (ii) duly executed security agreements, documents and instruments reasonably satisfactory in form and substance to the Security Agent

granting to the Security Agent as security for the Secured Obligations a valid and enforceable, first priority, perfected security interest in all or substantially all of the assets (including all tangible and intangible assets, including receivables, contract rights, securities, inventory, equipment, material Real Property, insurances and material patents, trademarks and other intellectual property) of such Subsidiary and (iii) all related documentation (including, without limitation, opinions of counsel, corporate documents and proceedings and officer’s certificates) as such Subsidiary would have been required to deliver pursuant to Section 6 of this Agreement had such Subsidiary been an Obligor on the Effective Date; and, that in connection with the execution and delivery of such Security Documents, the Subsidiary shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve and protect the security interests granted (or purported to be granted), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Administrative Agent based on the advice of local counsel;

     (e) subject to the Agreed Security Principles, within 15 days (or such later date as the Administrative Agent may agree in its sole discretion) after any Obligor creates, establishes or acquires a Subsidiary (other than an Immaterial Subsidiary), the Administrative Agent shall have received from the parent (or parents) of such Subsidiary, (i) a duly executed pledge agreement or agreements reasonably satisfactory in form and substance to the Administrative Agent pledging to the Security Agent as security for the Secured Obligations a valid and enforceable, first priority, perfected security interest over the Equity Interests of such Subsidiary and (ii) all related documentation (including, without limitation, opinions of counsel, corporate documents and proceedings and officer’s certificates) as the parent (and/or such Subsidiary) would have been required to deliver pursuant to Section 6 of this Agreement had such Security Documents been delivered on the Effective Date by an Obligor; and such parent or such Subsidiary, as applicable, shall have taken such actions as may be necessary (or reasonably requested by the Administrative Agent or its counsel) under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such pledge agreement;

     (f) unless otherwise agreed to by the Administrative Agent, all Indebtedness of any Obligor that is owing to any other Obligor or any other Group Member shall be evidenced by an Intercompany Note or by a promissory note or an instrument in form reasonably satisfactory to the Administrative Agent and shall have been pledged pursuant to the applicable Security Document and the Security Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;

     (g) on or prior to the Effective Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion), the Administrative Agent shall have received from each Australian Obligor and each English Obligor fully executed Cash Management Control Agreements with respect to their Core Concentration Accounts, Collection Accounts and other Deposit Accounts (other than Excluded Accounts and Disbursement Accounts); it being understood and agreed by the parties

hereto that the Collection Accounts and the Core Concentration Accounts shall not be subject to cash pooling or other similar arrangements;

     (h) (i) on or prior to the Effective Date, each Qualified Obligor shall have delivered to the Administrative Agent notifications (each, a “ Credit Card Notification ”) substantially in the form attached hereto as Exhibit S which have been executed on behalf of such Obligor and addressed to such Obligor’s credit card services provider and (ii) unless consented to in writing by the Co-Collateral Agents, the Qualified Obligors shall not enter into any agreements with a credit card services provider other than the ones expressly contemplated herein unless, contemporaneously therewith, a Credit Card Notification is executed and delivered to the Administrative Agent;

     (i) subject to the Agreed Security Principles, all documents, instruments, forms and statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the applicable Security Documents and perfect such Liens to the extent required by, and with the priority required by, such Security Document, shall have been filed, registered or recorded or delivered to the Security Agent for filing, registration or recording;

     (j) subject to the Agreed Security Principles, each Obligor shall have obtained all material consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder;

     (k) the Administrative Agent shall have received from each Parent Guarantor and any of its Subsidiaries which is either an Obligor or which is an obligee with respect to any Indebtedness owing to it from (or guaranteed by) an Obligor, a counterpart of the Intercompany Subordination Agreement duly executed and delivered by each Parent Guarantor and each such Subsidiary; provided that in the case of any such Person which becomes an Obligor or an obligee with respect to any such Indebtedness after the Effective Date and which is not already a party to the Intercompany Subordination Agreement, such Person shall execute and deliver a supplement or joinder agreement to the Intercompany Subordination Agreement at the time it becomes such an Obligor or obligee; and

     (l) on or prior to the Effective Date, the Administrative Agent shall have received the Intellectual Property Rights Agreement.

Notwithstanding anything to the contrary above or elsewhere in this Agreement, no Eligible Inventory or Eligible Credit Card Receivable will be included in the Borrowing Base unless the Security Agent has been granted a perfected first registered or first priority security interest in such Collateral.

          “ Collection Accounts ” shall mean, collectively, the English Collection Accounts and the Australian Collection Accounts.

          “ Collective Bargaining Agreement ” shall mean any collective bargaining, union or similar collective agreement with any type of employees’ representatives applying or relating to any employee of any Group Member.

          “ Commercial Letter of Credit ” shall mean any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Qualified Obligor in the ordinary course of business of such Qualified Obligor.

          “ Commitment ” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule 1.01(a) directly below the column entitled “Commitment”, as same may be (x) reduced from time to time or terminated pursuant to Sections 4.02 , 4.03 and/or 11.01 , as applicable, (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 2.13 or 13.04(b) , or (z) increased from time to time pursuant to Section 2.14 .

          “ Commitment Commission ” shall have the meaning provided in Section 4.01(a) .

          “ Company ” shall mean any corporation, limited liability company, partnership or other business entity (or the adjectival form thereof, where appropriate) or the equivalent of the foregoing in any foreign jurisdiction.

          “ Compliance Period ” shall mean any period (x) commencing on the date on which the Excess Availability is less than or equal to the Availability Condition and (y) ending on the first date thereafter on which the Excess Availability has been greater than the Availability Condition for 30 consecutive days.

          “ Confidential Information ” shall mean all information and data, including, without limitation, technical, business, marketing and financial information, disclosed to the Agents (or any of them), any Issuing Lender or any Lender by either Parent Guarantor or any of its respective Subsidiaries in connection with this Agreement, any other Credit Document or any of the Transactions, whether tangible, intangible, electronic, verbal or written form or by observation and all memoranda, summaries, samples, notes, analyses, compilations, studies, or other documents prepared by the Agents (or any of them), any Issuing Lender or any Lender which contain, reflect or are derived from such information and/or data; provided , however , the term “ Confidential Information ” shall not include information or data which (a) is, or becomes, generally available other than as a result of a disclosure by the respective Agent, Issuing Lender or Lender in violation of any Credit Document, (b) is, or becomes, available to an Agent, any Issuing Lender or Lender from a source other than either Parent Guarantor or any of their respective Subsidiaries or its representatives, provided that such source is not, and was not, actually known by such Agent, Issuing Lender or Lender, as the case may be, to be prohibited from transmitting such information or data by any contractual, fiduciary or other legal obligation of confidentiality to either Parent Guarantor or any of its respective Subsidiaries, (c) was available to an Agent, an Issuing Lender or a Lender on a non-confidential basis prior to disclosure by either Parent Guarantor or any of its respective Subsidiaries or their respective representatives or (d) is or was independently developed by an Agent, an Issuing Lender or a Lender without use of the Confidential Information.

          “ Consolidated EBITDA ” shall mean, for any period, the sum (without duplication) of (a) Consolidated Net Income for such period, plus, in each case to the extent deducted in determining Consolidated Net Income for such period, (b) depreciation, amortization, and all other non-cash charges (other than non-cash charges for which a cash payment will be required to be made in that period), (c) provisions for Taxes based on income, (d) interest expense, (e) Advisory Fees, (f) expenses in respect of intercompany agreements relating to licensing of intellectual property and management services consistent with current arm’s length accounting practices and (g) unusual, non-recurring or extraordinary expenses, losses or charges as reasonably approved by the Administrative Agent.

          “ Consolidated Fixed Charge Coverage Ratio ” shall mean, for any period, the ratio of (a) Consolidated EBITDA of the Parent Guarantors and their respective Subsidiaries for such period, minus the aggregate amount of all Capital Expenditures (which, for the avoidance of doubt shall never be less than zero for purposes of this definition) made by the Obligors during such period to (b) the sum of (1) the scheduled principal amount of all amortization payments made during such period on all Indebtedness of the Parent Guarantors and their respective Subsidiaries for such period (including the principal component of all Capitalized Lease Obligations but excluding the Secured Obligations, payments to reimburse any drawings under any commercial letters of credit, and any payments on Indebtedness required to be made on the final maturity date thereof) as determined on the first day of such period (or, with respect to a given issue of Indebtedness incurred thereafter, on the date of the incurrence thereof) plus (2) Consolidated Interest Expense of the Parent Guarantors and their respective Subsidiaries payable in cash for such period plus (3) the amount of all cash payments made by the Parent Guarantors and their respective Subsidiaries which are Obligors in respect of income taxes or income tax liabilities (net of cash income tax refunds) during such period (excluding such cash payments related to asset sales not in the ordinary course of business).

          “ Consolidated Interest Expense ” shall mean, for any period, the total consolidated interest expense (including that attributable to Capitalized Lease Obligations in accordance with GAAP) of the Parent Guarantors and their respective Subsidiaries payable in cash (including, without limitation, all commissions, discounts and other commitment and banking fees and charges ( e.g. , fees with respect to letters of credit) for such period (calculated without regard to any limitations on payment thereof), adjusted to exclude (to the extent same would otherwise be included in the calculation above in this clause) the amortization of any deferred financing costs for such period and any interest expense actually “paid in kind” or accreted during such period, all as determined on a consolidated basis in accordance with GAAP.

          “ Consolidated Net Income ” shall mean, for any period, the net income (or loss) of the Parent Guarantors and their respective Subsidiaries determined on a consolidated basis for such period (taken as a single accounting period) in accordance with GAAP, provided that the following items shall be excluded in computing Consolidated Net Income (without duplication): (i) the net income (or loss) of any Person in which a Person or Persons other than an Obligor and its Wholly-Owned Subsidiaries has an Equity Interest or Equity Interests to the extent of such Equity Interests held by Persons other than an Obligor and its Wholly-Owned Subsidiaries in such Person, (ii) except for determinations expressly required to be made on a Pro Forma Basis, the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or all or substantially all of the property or assets of such Person are acquired by a Subsidiary and (iii) the

net income of any Subsidiary to the extent that the declaration or payment of cash dividends or similar cash distributions by such Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary.

          “ Contingent Obligation ” shall mean, as to any Person, any obligation of such Person as a result of such Person being a general partner of any other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided , however , that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent 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.

          “ Contribution Notice ” shall mean a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

          “ Control ” shall mean the possession, directly or indirectly, of the power (a) to vote 50% or more of the securities having ordinary voting power for the election of directors (or any similar governing body) of a Person, or (b) 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. The terms “ Controlling ” and “ Controlled ” have meanings correlative thereto.

          “ Core Australian Concentration Account ” shall have the meaning provided in Section 5.03(d) .

          “ Core Concentration Accounts ” shall mean, collectively, the Core English Concentration Accounts and the Core Australian Concentration Accounts.

          “ Core English Concentration Account ” shall have the meaning provided in Section 5.03(d) .

          “ Corporations Act ” shall mean the Corporations Act 2001 of Australia.

          “ Cost ” means the cost of purchases, as reported on the Obligors’ financial stock ledger based upon the Obligors’ accounting practices in effect on the Effective Date or thereafter consented to by the Administrative Agent, whose consent will not be unreasonably withheld. “Cost” does not include inventory capitalization costs or other non-purchase price charges (except for freight charges with respect to all Inventory to the extent treated consistently with the Obligors’ accounting practices in effect on the Effective Date) used in the Obligors’ calculation of cost of goods sold.

          “ Credit Account ” shall have the meaning provided in Section 5.03(g) .

          “ Credit Card Notifications ” shall have the meaning provided in the definition of Collateral and Guaranty Requirements.

          “ Credit Document Obligations ” shall have the meaning specified in the definition of Secured Obligations.

          “ Credit Documents ” shall mean this Agreement, the Intercompany Subordination Agreement, the Intellectual Property Rights Agreement, each Security Document and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Incremental Commitment Agreement, each Note, each Joinder Agreement and each Incremental Security Document.

          “ Credit Event ” shall mean the making of any Loan or the issuance, amendment, extension or renewal of any Letter of Credit (other than any amendment, extension or renewal that does not increase the maximum Stated Amount of such Letter of Credit).

          “ Customer Credit Liabilities ” shall mean, at any time, the aggregate remaining balance at such time of (a) outstanding gift certificates and gift cards of the Qualified Obligors entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory, and (b) outstanding merchandise credits and customer deposits of the Qualified Obligors, net of any dormancy reserves maintained by the Qualified Obligors on their books and records in the ordinary course of business consistent with past practices.

          “ Customer Credit Liabilities Reserve ” shall mean as of any date, an amount equal to (A) forty-five percent (45%) of the Customer Credit Liabilities minus (B) dormancy fees, each as reflected in the books and records of the Qualified Obligors.

          “ Customs Broker Agreement ” shall mean an agreement in substantially the form attached hereto as Exhibits T-1 and T-1 (or such other form acceptable to the Administrative Agent) among a Qualified Obligor, a customs broker or other carrier, and the Administrative Agent in which the customs broker or other carrier acknowledges that it has control over and holds the documents evidencing ownership of the subject Inventory or other property for the benefit of the Security Agent and agrees, upon notice from the Security Agent to hold and dispose of the subject Inventory and other property solely as directed by the Security Agent.

          “ DB Australian Account ” shall have the meaning provided in Section 5.03(f) .

          “ DB English Account ” shall have the meaning provided in Section 5.03(e) .

          “ DB London ” shall mean Deutsche Bank AG, London Branch, in its individual capacity, and any successor corporation or merger, consolidation or otherwise.

          “ DBNY ” shall mean Deutsche Bank AG New York Branch, in its individual capacity, and any successor corporation by merger, consolidation or otherwise.

          “ Default ” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

          “ Defaulting Lender ” shall mean, at any time of determination thereof, any Lender that (i) has failed to fund any portion of the Loans or participations in Letter of Credit Outstandings required to be funded by it hereunder (including its obligations under Section 2.01(a) , Section 2.04 or Section 3 ), (ii) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount (other than a de minimis amount) required to be paid by it hereunder, (iii) has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or become the subject of a bankruptcy or insolvency proceeding or a takeover (in receivership or similar proceeding) by a Governmental Authority, provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or a parent company thereof by a Governmental Authority or an instrumentality thereof, (iv) does not meet a capital adequacy or liquidity requirement applicable to such Lender as determined by the relevant Governmental Authority or (v) has notified the Obligors’ Agent, any Issuing Lender, the Facility Agent and/or the Administrative Agent of any of the foregoing (including any notification of its intent not to comply with its funding obligations described in preceding clause (i)); provided that for purposes of Section 3 and any documentation entered into pursuant to the Back-Stop Arrangements only, the term “ Defaulting Lender ” shall also include (a) any Lender with an Affiliate that (x) either (A) Controls such Lender or (B) at the election of the Administrative Agent, is under common Control with such Lender and (y) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding or a takeover by a Governmental Authority or does not meet a capital adequacy or liquidity requirement applicable to such Affiliate as determined by the relevant Governmental Authority, (b) any Lender that previously constituted a “Defaulting Lender” under this Agreement, unless such Lender has ceased to constitute a “Defaulting Lender” for a period of at least 90 consecutive days, and (c) any Lender that any Issuing Lender or the Administrative Agent believes in good faith has defaulted in its obligations under any other credit facility to which such Lender is a party, provided further that the Administrative Agent shall use reasonable endeavors to provide written notice to any Lender that qualifies as a Defaulting Lender hereunder.

          “ Deposit Account ” shall mean a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization. All funds in such Deposit Account shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the Deposit Account.

          “ Disbursement Accounts ” shall mean, collectively, the English Disbursement Accounts and the Australian Disbursement Accounts.

          “ Dividend ” shall mean, with respect to any Person, that such Person has declared or paid a dividend, distribution or returned any equity capital to its stockholders, partners or members or authorized or made any other distribution, payment or delivery of property (other than common Equity Interests of such Person) or cash to its stockholders, partners or members in their capacity as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or any other Equity Interests outstanding on or after the Effective Date (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or any other Equity Interests of such Person outstanding on or after the Effective Date (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests). Without limiting the foregoing, “Dividends” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

          “ Documentation Agents ” shall mean Citigroup Global Markets Inc. and Goldman Sachs Lending Partners LLC, in their capacities as Documentation Agents in respect of the credit facilities hereunder.

          “ Documents ” shall mean, collectively, (i) the Credit Documents and (ii) the Refinancing Documents.

          “ Dominion Period ” shall mean any period (i) commencing on the date on which either (x) a Specified Default has occurred and is continuing or (y) the Excess Availability is less than or equal to the Availability Condition for any three days (whether or not consecutive) during any thirty-day period and (ii) ending on the first date thereafter on which (x) no Specified Default exists and (y) the Excess Availability has been greater than the Availability Condition for 30 consecutive days.

          “ Drawing ” shall have the meaning provided in Section 3.05(b) .

          “ Effective Date ” shall have the meaning provided in Section 13.10 .

          “ Eligible Credit Card Receivables ” means, as of any date of determination, Accounts due to a Qualified Obligor from its credit and debit card services providers as arise in the ordinary course of business and which have been earned by performance, that are not excluded as ineligible by virtue of one or more of the criteria set forth below and which have originated in an Applicable Eligible Jurisdiction. None of the following shall be deemed to be Eligible Credit Card Receivables:

     (a) Accounts due from its credit and debit card services providers that have been outstanding for more than five (5) Business Days from the date of sale, or for such longer period(s) as may be approved by the Co-Collateral Agents;

     (b) Accounts due from its credit and debit card services providers with respect to which a Qualified Obligor does not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Security Agent for its own benefit and the benefit of the other Secured Creditors pursuant to the Security Documents, those Liens specified in clauses (a) and (e) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority by operation of Applicable Law over the Lien of the Administrative Agent) (the foregoing not being intended to limit the discretion of the Co-Collateral Agents to change, establish or eliminate any Reserves on account of any such Liens);

     (c) Accounts due from its credit and debit card services providers that are not subject to a first registered or first priority (except as provided in clause (b), above) security interest in favor of the Security Agent for its own benefit and the benefit of the other Secured Creditors;

     (d) Accounts due from its credit and debit card services providers which are disputed, or with respect to which a claim, counterclaim, offset or chargeback has been asserted, by the related credit/debit card processor (but only to the extent of such dispute, counterclaim, offset or chargeback) (it being the intent that chargebacks in the ordinary course by the credit/debit card processors shall not be deemed violative of this clause);

     (e) except as otherwise approved by the Co-Collateral Agents, Accounts due from its credit and debit card services providers as to which the credit or debit card processor has the right under certain circumstances to require a Qualified Obligor to repurchase the Accounts from such credit or debit card processor; or

     (f) Accounts due from major credit and debit card processors (other than Visa, Mastercard, American Express, Diners Club and Discover) which any Co-Collateral Agent (after consultation with the other Co-Collateral Agent) determines in its Permitted Discretion acting in good faith to be unlikely to be collected.

          “ Eligible In-Transit Inventory ” means, as of any date of determination, without duplication of other Eligible Inventory, Inventory:

     (a) (i) which has been delivered to a carrier in a foreign port or foreign airport for receipt by a Qualified Obligor in the United Kingdom or Australia within sixty (60) days of the date of determination, but which has not yet been received by a Qualified Obligor or (ii) which has been delivered to a carrier in the United Kingdom or Australia for receipt by a Qualified Obligor in the United Kingdom or Australia within five (5) Business Days of the date of determination, but which has not yet been received by a Qualified Obligor;

     (b) for which the purchase order is in the name of a Qualified Obligor and title has passed to a Qualified Obligor;

     (c) except as otherwise agreed by the Co-Collateral Agents, for which a Qualified Obligor is designated as “shipper” and/or the consignor and the document of title or waybill reflects a Qualified Obligor as consignee (along with delivery to a

Qualified Obligor or its customs broker of the documents of title, to the extent applicable, with respect thereto);

     (d) as to which the Security Agent has control over the documents of title, to the extent applicable, which evidence ownership of the subject Inventory (such as by the delivery of a Customs Broker Agreement);

     (e) as to which a Tri-Party Agreement has been executed and delivered in favor of the Security Agent;

     (f) which is insured in accordance with the provisions of this Agreement and the other Credit Documents, including, without limitation, marine cargo insurance; and

     (g) which otherwise is not excluded from the definition of Eligible Inventory;

provided that the Administrative Agent may (and shall, at the written direction of any Co-Collateral Agent, after consultation with the other Co-Collateral Agent), upon notice to the Obligors’ Agent, exclude any particular Inventory from the definition of “Eligible In-Transit Inventory” in the event that the Administrative Agent or any Co-Collateral Agent (after consultation with the other Co-Collateral Agent) determines that such Inventory is subject to any Person’s right or claim which is (or is capable of being) senior to, or equal and ratable with, the Lien of the Security Agent (such as, without limitation, a right of stoppage in transit) or may otherwise adversely impact the ability of the Security Agent to realize upon such Inventory.

          “ Eligible Inventory ” shall mean as of any date of determination, without duplication, (a) Eligible Letter of Credit Inventory, (b) Eligible In-Transit Inventory and (c) items of Inventory of a Qualified Obligor that are finished goods, merchantable and readily saleable to the public in the ordinary course that are not excluded as ineligible by virtue of one or more of the criteria set forth below. None of the following shall be deemed to be Eligible Inventory:

     (a) Inventory that is not solely owned by a Qualified Obligor, or is leased by or is on consignment to a Qualified Obligor, or as to which the Qualified Obligors do not have title thereto;

     (b) Inventory (other than any Eligible Letter of Credit Inventory and Eligible In-Transit Inventory) that is not located in the United Kingdom or Australia (or any territories or possessions thereof);

     (c) Inventory (other than any Eligible Letter of Credit Inventory and Eligible In-Transit Inventory) that is not located at a location that is owned or leased by the Qualified Obligors, except to the extent that the Qualified Obligors shall have used commercially reasonable efforts to furnish (in the case of each such location leased by a third party for which the Qualified Obligors contracted with such third party on or before the Effective Date), or shall have furnished (in the case of each such location leased by a third party for which the Qualified Obligors contracted with such third party after the Effective Date), the Security Agent with (i) any registrations or notifications that the

Administrative Agent may reasonably determine to be necessary to perfect its security interest in such Inventory at such location, and (ii) an intercreditor agreement (containing, among other things, a lien waiver) executed by the Person owning any such location on terms reasonably acceptable to the Co-Collateral Agents; provided that, with respect to any location which is leased by a third party as of the Effective Date and which contains Inventory to be utilized to fulfill internet orders or Inventory to be forwarded to stores or distribution centers of the Qualified Obligors, such Inventory shall not be deemed ineligible solely by virtue of this clause (c) if such an intercreditor agreement is not obtained by the Qualified Obligors (after having used commercially reasonable efforts to obtain same); provided , further , that any Inventory located at a location described in clauses (i) and/or (ii) below shall not be deemed ineligible solely by virtue of this clause (c) even if such an intercreditor agreement is not furnished for any such location: (i) any location that is not owned or leased by the Qualified Obligor at which Inventory of an English Obligor is located (or locations under the control of the same Person other than store leases) having a value of less than or equal to £6,000,000 at Cost (or, with respect to seasonal locations, at which Inventory is located having a value less than or equal to £12,000,000 at Cost for a period of not greater than 60 days), or (ii) any location that is not owned or leased by the Qualified Obligor at which Inventory of an Australian Obligor is located (or under the control of the same Person other than store leases) having a value of less than or equal to £2,000,000 at Cost (or, with respect to seasonal locations, at which Inventory is located having a value less than or equal to £4,000,000 at Cost for a period of not greater than 60 days);

     (d) Inventory that is located at a distribution center that is leased by the Qualified Obligors, except to the extent that (unless otherwise agreed by the Co-Collateral Agents) the Qualified Obligors shall have used commercially reasonable efforts to furnish (in the case of each such distribution center for which the Qualified Obligors have entered into a lease on or before the Effective Date), or shall have furnished (in the case of each such distribution center for which the Qualified Obligors have entered into a lease after the Effective Date), the Administrative Agent with a landlord’s lien waiver and Collateral Access Agreement on terms reasonably acceptable to the Co-Collateral Agents executed by the Person owning any such distribution center; provided that any Inventory located at a distribution center described in clauses (i) and/or (ii) below shall not be deemed ineligible solely by virtue of this clause (d) even if such a landlord’s lien waiver and Collateral Access Agreement is not furnished for any such distribution center: (i) any distribution center at which Inventory of an English Obligor is located (or locations under the control of the same Person other than store leases) having a value of less than or equal to £6,000,000 at Cost (or, with respect to seasonal warehouses, at which Inventory is located having a value less than or equal to £12,000,000 at Cost for a period of not greater than 60 days), or (ii) any distribution center at which Inventory of an Australian Obligor is located (or under the control of the same Person other than store leases) having a value of less than or equal to £2,000,000 at Cost (or, with respect to seasonal warehouses, at which Inventory is located having a value less than or equal to £4,000,000 at Cost for a period of not greater than 60 days);

     (e) Inventory that represents goods which (i) are damaged, defective, “seconds,” or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are

work in process, raw materials, or that constitute spare parts or supplies used or consumed in a Qualified Obligor’s business, (iv) are bill and hold goods, or (v) are not in compliance in all material respects with all standards imposed by any Governmental Authority having regulatory authority with respect thereto;

     (f) Inventory that except as otherwise agreed by the Co-Collateral Agents, Inventory that represents goods that do not conform in all material respects to the representations and warranties contained in this Agreement or any of the Security Documents;

     (g) Inventory that is not subject to a perfected first priority security interest in favor of the Security Agent, for its own benefit and the benefit of the other Secured Creditors (subject only to Permitted Liens having priority by operation of Applicable Law);

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

     (i) Inventory that casualty insurance in compliance with the provisions of Section 9.03 is not in effect;

     (j) Inventory that has been sold but not yet delivered or Inventory to the extent that any Qualified Obligor has accepted a deposit therefor;

     (k) Inventory that is acquired in a Permitted Acquisition by a Qualified Obligor, unless the Co-Collateral Agents shall have received or conducted (i) appraisals, from appraisers reasonably satisfactory to the Co-Collateral Agents, of such Inventory to be acquired in such Acquisition and (ii) such other due diligence as the Co-Collateral Agents may reasonably require, all of the results of the foregoing to be reasonably satisfactory to the Co-Collateral Agents; or

     (l) is otherwise unacceptable to the Co-Collateral Agents in their Permitted Discretion.

          “ Eligible Letter of Credit Inventory ” means, as of any date of determination (without duplication of other Eligible Inventory), Inventory:

     (a) (i) which has been delivered to a carrier in a foreign port or foreign airport for receipt by a Qualified Obligor in the United Kingdom or Australia within sixty (60) days of the date of determination, but which has not yet been received by a Qualified Obligor, or (ii) which has been delivered to a carrier in the United Kingdom or Australia for receipt by a Qualified Obligor in the United Kingdom or Australia within five (5) Business Days of the date of determination, but which has not yet been received by a Qualified Obligor;

     (b) the purchase order for which is in the name of a Qualified Obligor, title has passed to a Qualified Obligor and the purchase of which is supported by a Commercial Letter of Credit issued under this Agreement having an initial expiry, subject

to the proviso hereto, within 120 days after the date of initial issuance of such Commercial Letter of Credit; provided that ninety percent (90%) of the maximum Stated Amount of all such Commercial Letters of Credit shall not, at any time, have an initial expiry greater than ninety (90) days after the original date of issuance of such Commercial Letters of Credit;

     (c) except as otherwise agreed by the Co-Collateral Agents, for which a Qualified Obligor is designated as “shipper” and/or consignor and the document of title or waybill reflects a Qualified Obligor as consignee (along with delivery to a Qualified Obligor or its customs broker of the documents of title, to the extent applicable, with respect thereto);

     (d) as to which the Security Agent has control over the documents of title, to the extent applicable, which evidence ownership of the subject Inventory (such as by the delivery of a Customs Broker Agreement);

     (e) which is insured in accordance with the provisions of this Agreement and the other Credit Documents, including, without limitation, marine cargo insurance;

     (f) as to which a Tri-Party Agreement has been executed and delivered in favor of the Security Agent; and

     (g) which otherwise is not excluded from the definition of Eligible Inventory;

provided that the Administrative Agent may (and shall, at the written direction of any Co-Collateral Agent, after consultation with the other Co-Collateral Agent), upon notice to the Obligors’ Agent, exclude any particular Inventory from the definition of “Eligible Letter of Credit Inventory” in the event that the Administrative Agent or any Co-Collateral Agent (after consultation with the other Co-Collateral Agent) determines that such Inventory is subject to any Person’s right or claim which is (or is capable of being) senior to, or pari passu with, the Lien of the Security Agent (such as, without limitation, a right of stoppage in transit) or may otherwise adversely impact the ability of the Security Agent to realize upon such Inventory.

          “ Eligible Transferee ” shall mean and include a commercial bank, an insurance company, a finance company, a financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act); provided that such Person, together with its Affiliates, has a combined capital and surplus in excess of $500,000,000; provided , further , that an Eligible Transferee shall exclude (w) any natural person, (x) the Parent Guarantors and their respective Subsidiaries, (y) the Parent, or (z) the Sponsor Group or any of their respective Affiliates to the extent that, after giving effect to any proposed assignment, the Sponsor Group and their respective Affiliates would hold in the aggregate more than 25% of the Total Commitment; provided that , (1) to the extent that the Sponsor Group or any of their respective Affiliates hold in the aggregate more than 10% of the Total Commitment, the Sponsor Group and their respective Affiliates shall be subject to clauses (a) and (b) of the definition of Sponsor Lender Limitations with respect to that portion of their Commitments which exceeds 10% of the Total Commitments, and (2) the Sponsor Group and each of their

respective Affiliates shall in all events be subject to the provisions of clause (c) of the definition of Sponsor Lender Limitations.

          “ Employment Agreements ” shall mean those agreements set forth on Schedule 1.01(e) hereto.

          “ EMU Legislation ” shall mean the legislative measures of the European Union for the introduction of changeover to or operation of the Euro in one or more member states being in part legislative measures to implement the third stage of the European Monetary Union.

          “ End Date ” shall have the meaning provided in the definition of Applicable Margin.

          “ Enforcement Event ” shall mean the occurrence of an Event of Default which is continuing and which has resulted in the Administrative Agent or the Security Agent (as the case may be) giving notice along with its intention to take enforcement action pursuant to the Credit Documents; provided that no such notice shall be required for an Enforcement Event to have occurred if an Event of Default of the type described in Section 11.01(e) has occurred and is continuing.

          “ English Collection Account ” shall mean each account established at an English Collection Bank subject to a Cash Management Control Agreement into which funds shall be transferred as provided in Section 5.03(b) .

          “ English Collection Bank ” shall have the meaning provided in Section 5.03(b) .

          “ English Disbursement Account ” shall mean each checking and/or disbursement account maintained by each English Obligor for their respective general corporate purposes, including for the purpose of paying their trade payables and other operating expenses (other than a disbursement account that is an Excluded Account).

          “ English Employee Liability Reserves ” shall mean, with respect to each English Obligor, such amount as the Co-Collateral Agents may from time to time determine, which amount shall represent the aggregate amount payable by such English Obligor to creditors in respect of the categories of preferential debts set out in Schedule 6 of the Insolvency Act 1986.

          “ English Obligor ” shall mean any Obligor incorporated, organized or established under the laws of England and Wales.

          “ English Perfection Certificate ” shall mean the English Perfection Certificate in the form thereof included in Exhibit D-2 or any other form approved by the Administrative Agent, as the same may be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

          “ Enterprise Act Reserves ” shall mean, at any time, with respect to each English Obligor, the maximum amount which would be required to be made available by such English Obligor to unsecured creditors if Section 176A of the Insolvency Act of 1986 applied (with such

amount being equal to £600,000 as at the date of this Agreement) without duplication of any such amounts used in determining Net Orderly Liquidation Value.

          “ Environment ” shall mean all gases, air, vapors, liquids, water, land, surface and sub-surface soils, rock, flora, fauna, wetlands and all other natural resources or part thereof including artificial or manmade buildings, structures or enclosures.

          “ Environmental Claims ” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereafter, “ Claims ”), including, without limitation, (a) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief in connection with alleged injury or threat of injury to health, safety or the environment due to the presence of Hazardous Materials.

          “ Environmental Law ” shall mean any applicable law or directive concerning the Environment or health and safety which is at any time binding upon a Group Member in the jurisdictions in which such Group Member carries on business or operates (including, without limitation, by the export of its products or its waste thereto).

          “ Equity Interests ” of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interest in (however designated) equity of such Person, including any common stock, preferred stock, any limited or general partnership interest and any limited liability company membership interest.

          “ ERISA ” shall mean 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 date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

          “ ERISA Affiliate ” shall mean each person (as defined in Section 3(9) of ERISA) which together with an Obligor or a Subsidiary of an Obligor would be deemed to be a “single employer” (i) within the meaning of Section 414(b) , (c) , (m) or (o) of the Code or (ii) as a result of either an Obligor or a Subsidiary of an Obligor being or having been a general partner of such person.

          “ Euro LIBOR ” shall mean, with respect to each Borrowing of Euro Loans, (i) the applicable screen rate, the same being the percentage rate per annum determined by the Banking Federation of the European Union for the relevant Interest Period, displayed on Reuters Page EURIBOR-01. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Obligors’ Agent and the Lenders; or (ii) (if no screen rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied

to the Facility Agent at its request quoted by the Facility Agent to leading banks in the European interbank market, in each case, as of 11:00 A.M. (Brussels time) on the Interest Determination Date for the offering of deposits in Euro for a period comparable to the Interest Period of the relevant Loan; provided that in the event the Administrative Agent has made any determination pursuant to Section 2.10(a)(i) in respect of Euro Loans, or in the circumstances described in clause (i) to the proviso to Section 2.10(b) in respect of such Euro Loans, the Euro LIBOR determined pursuant to this definition shall instead be the rate determined by the Administrative Agent as the all-in-cost of funds for the Administrative Agent (or such other Lender) to fund a Borrowing of Loans denominated in Euros with maturities comparable to the Interest Period applicable thereto.

          “ Euro Loans ” shall mean each Loan denominated in Euros at the time of the incurrence thereof.

          “ Euro Rate ” shall mean and include each of the Australian Dollar Rate, Eurodollar Rate, the Sterling Rate and Euro LIBOR.

          “ Euro Rate Loan ” shall mean each U.S. Dollar Loan, each Sterling Loan, each Euro Loan and each Australian Dollar Loan.

          “ Eurodollar Rate ” shall mean with respect to each Borrowing of U.S. Dollar Loans, (a) (x) the applicable screen rate, the same being the British Bankers’ Association Interest Settlement Rate for the relevant currency and Interest Period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Obligors’ Agent and the Lenders; or (y) (if no screen rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Facility Agent to leading banks in the London interbank market, in each case, as of 11:00 A.M. (London time) on the Interest Determination Date for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan, divided (and rounded upward to the nearest 1/16 of 1%) by (b) 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 required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).

          “ European Parent Guarantor ” shall have the meaning set forth in the preamble hereto.

          “ Euros ” and the designation “ € ” shall mean the currency introduced on January 1, 1999 at the start of the third stage of European economic and monetary union pursuant to the Treaty (expressed in euros).

          “ Event of Default ” shall have the meaning provided in Section 11 .

          “ Excess Availability ” shall mean, as of any date of determination, the remainder of (i) the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time minus (ii) the Aggregate Exposure at such time.

          “ Excluded Accounts ” shall mean (w) cash deposit accounts existing on the Effective Date maintained by an Obligor solely for the purpose of holding cash collateral for bank guarantees or other security deposits (it being understood that the amounts held in such accounts cannot be increased pursuant to this clause (w) and such accounts are only “Excluded Accounts” so long as such Obligor maintains the corresponding bank guarantees, (x) all disbursement accounts established solely for the payment of medical, dental, disability or other similar expenses in connection with insurance or benefit programs for employees of the Obligors, (y) all trust accounts established (or otherwise maintained) solely with respect to withholding, sales, use, value added or similar taxes and all payroll accounts (which are solely for such purposes) and (z) any cash accounts established (or otherwise maintained) by any Obligor that do not have cash balances at any time exceeding the Pounds Sterling Equivalent of £5,000,000 in the aggregate for all such cash accounts of the Obligors which funds in such Excluded Accounts shall not be funded from, or when withdrawn from such Excluded Accounts, shall not be replenished by, funds constituting proceeds of Collateral so long as a Dominion Period exists and continues; provided in no event shall Excluded Accounts include any Collection Accounts, Disbursement Accounts, Core Concentration Accounts or any other account pursuant to which an account control agreement has been executed and delivered to the Security Agent pursuant to any Security Document.

          “ Executive Order ” shall have the meaning provided in Section 8.22(a) .

          “ Existing Credit Agreement ” shall mean the Senior Facilities Agreement, dated as of July 21, 2005, among Toys “R” Us (UK) Limited, as original borrower, the other borrowers and guarantors named therein, Deutsche Bank AG, London Branch, as facility agent and security agent, and the other lenders party thereto (as amended, restated, supplemented or otherwise modified through and including the Effective Date).

          “ Existing Indebtedness ” shall have the meaning provided in Section 6.06(c) .

          “ Existing Letters of Credit ” shall have the meaning provided in Section 3.01(a)(B) .

          “ Expenses ” shall mean all present and future reasonable expenses incurred by or on behalf of the Administrative Agent, the Security Agent, the Co-Collateral Agents or any Issuing Lender in connection with this Agreement, any other Credit Document or otherwise in its capacity as the Administrative Agent under this Agreement, a Co-Collateral Agent under the Credit Documents, or the Security Agent under any Security Document or as an Issuing Lender under this Agreement, whether incurred heretofore or hereafter, which expenses shall include, without limitation, the cost of record searches, the reasonable fees and expenses of attorneys and paralegals, all reasonable and invoiced costs and expenses incurred during a Dominion Period by the Administrative Agent (and the Security Agent and the Co-Collateral Agents) in opening bank accounts, depositing checks, electronically or otherwise receiving and transferring funds, and any other charges imposed on the Administrative Agent (and the Security Agent and the Co-

Collateral Agents), collateral examination fees and expenses, reasonable fees and expenses of accountants, appraisers or other consultants, experts or advisors employed or retained by the Administrative Agent, the Security Agent and the Co-Collateral Agents, fees and taxes related to the filing of financing statements, costs of preparing and recording any other Credit Documents, all expenses, costs and fees set forth in this Agreement and the other Credit Documents, all other fees and expenses required to be paid pursuant to any other letter agreement and all fees and expenses incurred in connection with releasing Collateral and the amendment or termination of any of the Credit Documents.

          “ Facility Agent ” shall mean Deutsche Bank AG, London Branch in its role as Facility Agent for the Lenders hereunder or such other institution as may be appointed by the Administrative Agent.

          “ Facing Fee ” shall have the meaning provided in Section 4.01(c) .

          “ Fair Market Value ” shall mean, with respect to any asset (including any Equity Interests of any Person), the price at which a willing buyer and a willing seller (who are not Affiliates of each other) who does not have to sell would agree to purchase and sell such asset, as determined in good faith by the board of directors or other governing body or an Authorized Officer of the Obligors’ Agent, or the Obligor selling such asset.

          “ Federal Funds Rate ” shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

          “ Fees ” shall mean all amounts payable pursuant to or referred to in Section 4.01 .

          “ Financial Support Direction ” shall mean a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

          “ Fiscal Month ” means any fiscal month of any Fiscal Year, which month shall generally end on the last Saturday of each calendar month in accordance with the fiscal accounting calendar of the Obligors.

          “ Fiscal Quarter ” means any fiscal quarter of any Fiscal Year, which quarters shall generally end on the last Saturday of each April, July, October or January of such Fiscal Year in accordance with the fiscal accounting calendar of the Obligors.

          “ Fiscal Year ” means any period of twelve consecutive months ending on the Saturday closest to January 31 of any calendar year.

          “ French Borrower ” shall have the meaning provided in the first paragraph of this Agreement.

          “ French Obligor ” shall mean any Obligor incorporated or organized under the laws of France.

          “ French Pledged Shares ” shall mean the shares ( parts sociales ) pledged pursuant to the French Share Pledge.

          “ French Share Pledge ” shall mean the French law share pledge ( nantissement de parts sociales ) over the share capital of Toys “R” US SARL.

          “ Fronting Lender ” shall mean DBNY, in its individual capacity or any Person serving as a successor Administrative Agent hereunder, in its individual capacity as a Fronting Lender.

          “ GAAP ” shall mean generally accepted accounting principles in the United States as in effect from time to time; provided that determinations in accordance with GAAP for purposes of Sections 5.02 , 9.16 and 10 , including defined terms as used therein, and for all purposes of determining the Consolidated Fixed Charge Coverage Ratio, are subject (to the extent provided therein) to Section 13.07(a) .

          “ German Borrower ” shall have the meaning provided in the first paragraph of this Agreement.

          “ German Obligor ” shall mean any Obligor incorporated, organized or established under the laws of the Federal Republic of Germany.

          “ German Security ” shall have the meaning provided in Section 16.02(b) .

          “ Governmental Authority ” shall mean the government of the United States of America, England and Wales, the Commonwealth of Australia, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “ Group ” shall mean, collectively, each Parent Guarantor and its respective Subsidiaries other than the Propcos.

          “ Group Member ” shall mean any Obligor or any Subsidiary thereof that is a part of the Group.

          “ Guarantor ” shall mean and include (a) each Parent Guarantor, (b) each Borrower (in its capacity as a guarantor under the Guaranty), (c) each Person identified on Schedule 8.13 as such, and (d) each Subsidiary of each Parent Guarantor required to execute this Agreement as a Guarantor as required by the Collateral and Guaranty Requirements.

          “ Guaranty ” shall mean the guaranty set forth in Section 17 .

          “ Hazardous Materials ” shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde

foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous substances,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or Release of which is prohibited, limited or regulated by any Governmental Authority.

          “ Hedge Agreements ” shall mean any Interest Rate Protection Agreements and Other Hedging Agreements or other similar arrangements.

          “ Hedge Product Reserve ” shall mean, as of the date of any determination, the Obligors’ aggregate exposure (as determined by the Co-Collateral Agents in their Permitted Discretion) under any Qualified Secured Hedging Agreement.

          “ Hedging/Cash Management Security Documents ” shall have the meaning provided in Section 13.21.

          “ Hedging Creditors ” shall mean, collectively, each Lender Counterparty and each person (other than a Group Member or Affiliate thereof) party to a Secured Hedging Agreement.

          “ Hedging Obligations ” shall have the meaning specified in the definition of “Secured Obligations”.

          “ Highest Adjustable Applicable Margins ” shall have the meaning provided in the definition of Applicable Margin.

          “ Historical Excess Availability ” shall mean, on any date of determination, the average Excess Availability for the Test Period most recently ended on or prior to such date; provided that Excess Availability shall be determined on a Pro Forma Basis in accordance with the requirements of the definition of “ Pro Forma Basis” contained herein.

          “ Immaterial Subsidiary ” shall mean, at any date of determination, any Subsidiary, or group of Subsidiaries, of either Parent Guarantor (other than the Borrowers) that had, together with its Subsidiaries, consolidated assets representing less than 3% of the consolidated assets of the Group.

          “ Incremental Commitment ” shall mean, for any Lender, any Commitment provided by such Lender after the Effective Date in an Incremental Commitment Agreement delivered pursuant to Section 2.14 ; it being understood, however, that on each date upon which an Incremental Commitment of any Lender becomes effective, such Incremental Commitment of such Lender shall be added to (and thereafter become a part of) the Commitment of such Lender for all purposes of this Agreement as contemplated by Section 2.14 .

          “ Incremental Commitment Agreement ” shall mean each Incremental Commitment Agreement in substantially the form of Exhibit Q (appropriately completed, and with such modifications as may be reasonably satisfactory to the Administrative Agent) executed and delivered in accordance with Section 2.14 .

          “ Incremental Commitment Date ” shall mean each date upon which an Incremental Commitment under an Incremental Commitment Agreement becomes effective as provided in Section 2.14(b) , as applicable.

          “ Incremental Commitment Requirements ” shall mean, with respect to any provision of an Incremental Commitment on a given Incremental Commitment Date, the satisfaction of each of the following conditions on the Incremental Commitment Date of the respective Incremental Commitment Agreement: (i) no Default or Event of Default exists or would exist after giving effect thereto; (ii) all of the representations and warranties contained in the Credit Documents shall be true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iii) the delivery by the Obligors’ Agent to the Administrative Agent of an acknowledgment, in form and substance reasonably satisfactory to the Administrative Agent and executed by each Obligor, acknowledging that such Loan Commitment and all Loans subsequently incurred, and Letters of Credit issued, as applicable, pursuant to such Incremental Commitment shall constitute Secured Obligations under the Credit Documents and secured on an equal and ratable basis with the Secured Obligations under the Security Documents; (iv) the delivery by the Obligors’ Agent to the Administrative Agent of an opinion or opinions, in form and substance satisfactory to the Administrative Agent, from counsel to the Obligors satisfactory to the Administrative Agent and dated such date, covering such matters incident to the transactions contemplated thereby as the Administrative Agent may reasonably request; (v) the delivery by each Obligor to the Administrative Agent of such other officers’ certificates, board of director (or equivalent governing body) resolutions and evidence of good standing (to the extent available under applicable law) as the Administrative Agent shall reasonably request; (vi) the incurrence of Loans in an aggregate principal amount equal to the aggregate Incremental Commitments then being obtained shall be permitted at such time under any indenture, loan agreement or other material agreement to which any Obligor is a party or by which it or any of its property or assets is bound or to which it may be subject; (vii) the Obligors’ Agent shall have delivered a certificate executed by an Authorized Officer of the Obligors’ Agent, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i), (ii) and (vi); and (viii) the completion by each Obligor of such other actions as the Administrative Agent may reasonably request in connection with such Incremental Commitment in order to create, continue or maintain the security interests of the Security Agent in the Collateral and the perfection thereof (including, without limitation, any amendments to Security Documents, additional Security Documents, any mortgage amendments, title insurance policies and such other documents reasonably requested by the Administrative Agent to be delivered in connection therewith).

          “ Incremental Lender ” shall have the meaning provided in Section 2.14(b) .

          “ Incremental Security Documents ” shall have the meaning provided in Section 2.14(b) .

          “ Indebtedness ” shall mean, as to any Person, without duplication:

     (a) all obligations of such Person for borrowed money (including any obligations which are without recourse to the credit of such Person); provided , however ,

that all such obligations and liabilities which are limited in recourse to such property shall be included in Indebtedness only to the extent of the lesser of the fair market value of such property and the then outstanding amount of such Indebtedness;

     (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; provided , however , that all such obligations and liabilities which are limited in recourse to such property shall be included in Indebtedness only to the extent of the lesser of the fair market value of such property and the then outstanding amount of such Indebtedness;

     (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accrued expenses and 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; provided , however , that all such obligations and liabilities which are limited in recourse to such property shall be included in Indebtedness only to the extent of the lesser of the fair market value of such property and the then outstanding amount of such Indebtedness;

     (f) all Contingent Obligations of such Person;

     (g) all Capitalized Lease Obligations of such Person; provided , however , that all such obligations and liabilities which are limited in recourse to such property shall be included in Indebtedness only to the extent of the lesser of the fair market value of such property and the then outstanding amount of such Indebtedness;

     (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 Agreement Value of all Hedge Agreements;

     (k) the principal and interest portions of all rental obligations of such Person under any Synthetic Lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP; and

     (l) Indebtedness consisting of obligations incurred or to be incurred in connection with Permitted Acquisitions under non-compete, consulting agreements, earn-

out agreements and similar deferred purchase arrangements but only to the extent that the contingent consideration relating thereto is not paid within thirty (30) days after the amount due is finally determined.

          Indebtedness shall not include (A) any sale-leaseback transactions to the extent the lease or sublease thereunder is not required to be recorded under GAAP as a Capitalized Lease Obligation, (B) any obligations relating to overdraft protection and netting services, or (C) any preferred stock required to be included as Indebtedness in accordance with GAAP and FAS 150.

          The Indebtedness of any Person shall include 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.

          “ Indemnified Person ” shall have the meaning provided in Section 13.01(a) .

          “ Individual Exposure ” of any Lender shall mean, at any time, the sum of (a) the aggregate principal amount of all Loans made by such Lender (and the aggregate principal amount of all Specified Foreign Currency Loans in which participations have been acquired by such Lender pursuant to Section 15 ) and then outstanding (for this purpose, using the Pounds Sterling Equivalent of amounts not denominated in U.S. Dollars) and (b) such Lender’s Percentage in the aggregate amount of all Letter of Credit Outstandings at such time. For purposes of this definition, the amount of Loans made by the Fronting Lender shall be reduced by the aggregate amount of Specified Foreign Currency Participations therein purchased by the other Lenders in such Loans pursuant to Section 15 .

          “ Initial Borrowing Date ” shall mean the date occurring on or after the Effective Date on which the initial Borrowing of Loans occurs.

          “ Insolvency Proceeding ” shall mean any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any state or foreign bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

          “ Intellectual Property Rights Agreement ” shall mean the agreement dated as of the Effective Date between Geoffrey LLC and the Security Agent, for its own benefit and the benefit of the Secured Parties.

          “ Intercompany Debt ” shall mean any Indebtedness, payables or other obligations, whether now existing or hereafter incurred, owed by any Obligor or any Subsidiary of any Obligor to any other Obligor or any other Subsidiary of such Obligor.

          “ Intercompany Loans ” shall have the meaning provided in Section 10.05(vii) .

          “ Intercompany Note ” shall mean a promissory note evidencing Intercompany Loans, duly executed and delivered substantially in the form of Exhibit M (or such other form as shall be reasonably satisfactory to the Administrative Agent), with blanks completed in conformity herewith.

          “ Intercompany Subordination Agreement ” shall mean an intercompany subordination agreement, duly executed and delivered substantially in the form of Exhibit N (or such other form as shall be reasonably satisfactory to the Administrative Agent), with blanks completed in conformity herewith.

          “ Interest Determination Date ” shall mean, in relation to any period for which an interest rate is to be determined, (a) if the currency is Pounds Sterling, the first day of that period; (b) if the currency is Euro, a Business Day that is two TARGET Days before the first day of that Interest Period; or (c) for any other currency, two Business Days before the first day of that Interest Period.

          “ Interest Period ” shall have the meaning provided in Section 2.09 .

          “ Interest Rate Protection Agreement ” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

          “ Inventory ” shall mean “inventory” as such term is defined in Article 9 of the UCC.

          “ Investment ” shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans, credit or other advances to such Person or the purchase or acquisition of any stock, obligations or securities of, or any other Equity Interest in, or any capital contribution to, any other Person, or the purchase or ownership of a futures contract or otherwise be or becoming liable for the purchase or sale of currency or other commodities at a future date in the form of a futures contract, or holding any cash or Cash Equivalents. For the purposes of this Agreement, any extension of credit by the Parent Guarantors and their Subsidiaries pursuant to cash pooling, net balance or balance transfer arrangements shall be deemed to be an Investment by way of Intercompany Loan in the Person in which a negative balance is credited and the making of an Investment by the Person in which a positive balance is credited.

          “ ISDA Master Agreement ” shall mean the form entitled “2002 ISDA Master Agreement” or such other replacement form then currently published by the International Swap and Derivatives Association, Inc., or any successor thereto.

          “ Issuing Lender ” shall mean DBNY (except as otherwise provided in Section 12.09 ), Bank of America, N.A., and any other Lender reasonably acceptable to the Administrative Agent and the Obligors’ Agent which agrees to issue Letters of Credit hereunder. Any Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by one or more Affiliates of such Issuing Lender (and such Affiliate shall be deemed to be an “Issuing Lender” for all purposes of the Credit Documents).

          “ Joinder Agreement ” shall mean a Joinder Agreement substantially in the form of Exhibit I , as amended, modified, restated and/or supplemented from time to time in accordance with the terms hereof and thereof.

          “ Joint Lead Arranger ” shall mean each of Deutsche Bank Securities Inc., and Banc of America Securities LLC, in their capacities as Lead Arrangers in respect of the credit facilities hereunder.

          “ Judgment Currency ” shall have the meaning provided in Section 13.18(a) .

          “ Judgment Currency Conversion Date ” shall have the meaning provided in Section 13.18(a) .

          “ L/C Supportable Obligations ” shall mean (i) obligations of any Group Member with respect to workers compensation, surety bonds and other similar statutory obligations and (ii) such other obligations of any Group Member as are otherwise permitted to exist pursuant to the terms of this Agreement (other than obligations in respect of (y) any Indebtedness or other obligations that are subordinated in right of payment to the Secured Obligations and (z) any Equity Interests).

          “ Lead Arrangers ” shall mean Deutsche Bank Securities Inc., and Banc of America Securities LLC, in their capacities as Joint Lead Arrangers in respect of the credit facilities hereunder.

          “ Leaseholds ” of any Person shall mean 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 ” shall mean each financial institution listed on Schedule 1.01(a) , as well as any Person that becomes a “Lender” hereunder pursuant to Section 2.13 or 13.04(b) .

          “ Lender Counterparty ” shall mean any counterparty to a Cash Management Agreement or Interest Rate Protection Agreement and/or Other Hedging Agreement that is a Lender or an affiliate thereof (even if such Lender under this Agreement for any reason) so long as such Lender or affiliate participates in such Cash Management Agreement, Interest Rate Protection Agreement and/or Other Hedging Agreement.

          “ Lender Creditors ” shall mean, collectively, the Lead Arrangers, the Administrative Agent, the Facility Agent, the Security Agent, each Co-Collateral Agent, the Fronting Lender, the Lenders and each Issuing Lender.

          “ Letter of Credit ” shall (i) have the meaning provided in Section 3.01(a) , (ii) mean a standby Letter of Credit or Commercial Letter of Credit, issued in connection with the purchase of Inventory by a Borrower and for other purposes for which such Borrower has historically obtained letters of credit, or for any other purpose that is reasonably acceptable to the Administrative Agent, and (iii) be in form reasonably satisfactory to the applicable Issuing Lender.

          “ Letter of Credit Fee ” shall have the meaning provided in Section 4.01(b) .

          “ Letter of Credit Outstandings ” shall mean, at any time, the sum of (a) the Stated Amount of all outstanding Letters of Credit at such time and (b) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit at such time.

          “ Letter of Credit Request ” shall have the meaning provided in Section 3.03(a) .

          “ Lien ” shall mean any mortgage, pledge, charge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

          “ Loan ” shall have the meaning provided in Section 2.01(a) .

          “ Local Law Financing Documents ” shall mean all credit agreements, security documents, notes and other documents in respect of the Local Law Financings.

          “ Local Law Financings ” shall mean working capital or other revolving credit facilities incurred by any Group Member (other than any Group Member that is a Qualified Obligor or a Parent Guarantor) in aggregate amounts not to exceed £28,000,000 and secured solely by Inventory or Accounts (or such other assets as may be agreed by the Administrative Agent) owned by such Group Member.

          “ Management Agreements ” shall mean those agreements set forth on Schedule 1.01(f) as of the Effective Date.

          “ Mandatory Cost ” shall mean the cost imputed to each Lender of compliance with (a) the cash ratios and special deposit requirements of the Bank of England and/or the banking supervision or other costs imposed by the Financial Services Authority, as determined in accordance with Schedule 1.01(b) and (b) any reserve asset requirements of the European Central Bank.

          “ Margin Stock ” shall have the meaning provided in Regulation U.

          “ Material Adverse Effect ” shall mean any event, change, condition, occurrence or circumstance which, either individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on (x) the property, assets, business, operations, liabilities or condition (financial or otherwise) of the Parent Guarantors and their respective Subsidiaries taken as a whole, (y) the rights or remedies of the Lenders, the Administrative Agent or the Security Agent hereunder or under any other Credit Document or (z) the ability of any Obligor to perform its obligations to the Lenders (including any Issuing Lender), the Administrative Agent, the Co-Collateral Agents or the Security Agent hereunder or under any other Credit Document.

          “ Material Asset Sale ” shall mean any asset sale the net sale proceeds of which exceed £5,000,000.

          “ Maturity Date ” shall mean October [15], 2012.

          “ Maximum Letter of Credit Amount ” shall have the meaning provided in Section 3.02(a) .

          “ Minimum Borrowing Amount ” shall mean (a) for U.S. Dollar Loans $1,000,000, (b) for Euro Loans, €1,000,000, (c) for Australian Dollar Loans A$1,000,000 and (d) for Sterling Loans £1,000,000.

          “ Moody’s ” shall mean Moody’s Investors Service, Inc.

          “ Mortgage ” shall mean a mortgage, leasehold mortgage, debenture, immovable hypothec, deed of trust, leasehold deed of trust, deed to secure debt, leasehold deed to secure debt or similar security instrument in form and substance reasonably satisfactory to the Administrative Agent.

          “ Mortgaged Property ” shall mean each parcel of Real Property and improvements thereto with respect to which a Mortgage, if any, is granted pursuant to Sections 9.13 and/or 9.14 .

          “ Multiemployer Plan ” shall mean a “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA which is maintained or contributed to by (or to which there is an obligation to contribute of) any Obligor or an ERISA Affiliate (or is deemed under Section 4212(c) of ERISA to have contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to such plan).

          “ NAIC ” shall mean the National Association of Insurance Commissioners.

          “ Net Insurance Proceeds ” shall mean, with respect to any Recovery Event, the cash proceeds received by the respective Person in connection with such Recovery Event (net of (a) reasonable costs and taxes incurred in connection with such Recovery Event and (b) required payments of any Indebtedness (other than Indebtedness secured pursuant to the Security Documents) which is secured by the respective assets the subject of such Recovery Event).

          “ Net Orderly Liquidation Value ” shall mean the “net orderly liquidation value” determined by an unaffiliated valuation company acceptable to the Co-Collateral Agents after performance of an inventory valuation to be done at the Co-Collateral Agents’ request and the Borrowers’ expense, less the amount estimated by such valuation company for marshalling, reconditioning, carrying, and sales expenses designated to maximize the resale value of such Inventory and assuming that the time required to dispose of such Inventory is customary with respect to such Inventory and expressed as a percentage of the net book value of such Inventory.

          “ Net Sale Proceeds ” shall mean for any sale or other disposition of assets, the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such sale

or other disposition of assets, net of (i) reasonable transaction costs (including, without limitation, any underwriting, brokerage or other customary selling commissions, reasonable legal, advisory and other fees and expenses (including title and recording expenses), associated therewith and sales, VAT and transfer taxes arising therefrom), (ii) payments of unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within 30 days after, the date of such sale or other disposition, (iii) the amount of such gross cash proceeds required to be used to permanently repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets which were sold or otherwise disposed of and (iv) capital gains or other income taxes paid or payable as a result of any such sale or disposition (after taking into account any available tax credits or deductions).

          “ Non-Defaulting Lender ” shall mean and include each Lender, but shall exclude a Defaulting Lender; provided , however , solely for purposes of Section 4.01(a) , a Lender that is a Defaulting Lender solely under clause (iii), (iv) or (v) (but, in the case of such clause (v), only to the extent relating to either clause (iii) or (iv)) of the definition thereof shall be treated as a Non-Defaulting Lender and not as a Defaulting Lender.

          “ Non-U.S. Plan ” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by an Obligor or any Subsidiary of an Obligor residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

          “ Non-Wholly-Owned Subsidiary ” shall mean, as to any Person, each Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

          “ Note ” shall have the meaning provided in Section 2.05(a) .

          “ Notice of Borrowing ” shall have the meaning provided in Section 2.03 .

          “ Notice of Continuation ” shall have the meaning provided in Section 2.06 .

          “ Notice Office ” shall mean (i) for credit notices, the office of the Administrative Agent located at 60 Wall Street, 2 ^nd Floor, New York, New York 10005-2858, Attention: Scottye D. Lindsey, Telephone No.: (212) 250-6115, Telecopier No.: (646) 736-7095, and email: scottye.d.lindsey@db.com and (ii) for operational notices, the office of the Administrative Agent located at 60 Wall Street, 2 ^nd Floor, New York, New York 10005-2858, Attention: Scottye D. Lindsey, Telephone No.: (212) 250-6115, Telecopier No.: (646) 736-7095, and email: scottye.d.lindsey@db.com; and the office of the Facility Agent located at 10 Bishops Square, Floor 4, London, United Kingdom, Attention: Matthew Newman, Telephone No.: +44 (0) 547-4342 as the case may be, and the office of the Facility Agent located at 10 Bishops Square, Floor 4, London, United Kingdom, Attention: Matthew Newman, Telephone No.: +44 (0) 547-4342 or (in either case) such other office or person as the Administrative Agent or the Facility Agent, may hereafter designate in writing as such to the other parties hereto.

          “ Obligation Currency ” shall have the meaning provided in Section 13.18(a) .

          “ Obligations ” shall mean with respect to any Obligor, all obligations and liabilities of such Obligor which may arise under or in connection with this Agreement or any other Credit Document to which such Obligor is a party, in each case whether on account of principal, premium (if any), guaranty obligations, reimbursement obligations (including Unpaid Drawings with respect to Letters of Credit), fees, penalties, indemnities, costs, expenses (including Expenses) or otherwise (including (x) all fees and disbursements of counsel to any Secured Creditor that are required to be paid by such Obligor pursuant to the terms of this Agreement or any other Credit Document and (y) all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization, moratorium or similar proceeding of any Obligor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding).

          “ Obligor ” shall mean each Borrower and each Guarantor.

          “ Obligors’ Agent ” means the European Parent Guarantor in the capacity in which it has been appointed to act on behalf of each Obligor pursuant to Section 2.15 .

          “ OFAC ” shall have the meaning provided in Section 8.22(a)(v) .

          “ Offshore Associate ” shall mean an Associate (a) which is a non-resident of Australia and does not acquire, or would not acquire, the participations in the Facilities in carrying on a business in Australia at or through a permanent establishment of the Associate in Australia or (b) which is a resident of Australia and which acquires, or would acquire, the participations in the Loans and/or Commitments in carrying on a business in a country outside Australia at or through a permanent establishment of the Associate in the country, and which, in either case, is not acquiring the participations in the Loans and/or Commitments or receiving payment in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered managed investment scheme.

          “ Other Hedging Agreements ” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other similar arrangements, or arrangements designed to protect against fluctuations in currency values or commodity prices.

          “ Parent ” shall mean Toys “R” Us Inc., a Delaware corporation.

          “ Parent Guarantors ” shall mean, collectively, the European Parent Guarantor and the Australian Parent Guarantor.

          “ Participant ” shall have the meaning provided in Section 3.04(a) .

          “ Participating Member State ” shall mean, at any time, any member state of the European Union which has adopted the Euro as its lawful currency at such time.

          “ Participating Specified Foreign Currency Lender ” shall have the meaning provided in Section 15.01 .

          “ Patriot Act ” shall have the meaning provided in Section 13.17 .

          “ Payment Conditions ” means, at the time of determination with respect to a specified transaction or payment, that (a) no Specified Default then exists or would arise as a result of the entering into of such transaction or the making of such payment, (b) the average Excess Availability for the preceding 30 days shall have been equal to or greater than the greater of (x) £28,000,000 and (y) 25% of the lesser of (i) the Total Commitment as then in effect and (ii) the Borrowing Base at such time and (c) after giving effect to such transaction or payment, the Pro Forma Availability Condition has been satisfied and the Consolidated Fixed Charge Coverage Ratio, as projected on a pro forma basis for the twelve months following such transaction or payment, will be equal to or greater than 1.25:1.00; provided that solely for determining whether the Payment Conditions are satisfied with respect to Section 10.08(iii) , the requirement for the Pro Forma Availability Condition to be satisfied may be disregarded. Prior to undertaking any transaction or payment which is subject to the Payment Conditions and subject to the proviso on the preceding sentence, the Obligors shall deliver to the Administrative Agent evidence of satisfaction of the conditions contained in clauses (b) and (c) above in form and substance reasonably satisfactory to the Administrative Agent.

          “ Payment Office ” shall mean the office of the Facility Agent located at 10 Bishops Square, Floor 4, London, United Kingdom, Attention: Matthew Newman, Telephone No.: +44 (0) 547-4342 or such other office as the Facility Agent may hereafter designate in writing as such to the other parties hereto.

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

          “ Pensions Act 2004 ” shall mean the United Kingdom Pensions Act 2004.

          “ Pensions Regulator ” shall mean the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004.

          “ Percentage ” of any Lender at any time shall mean a fraction (expressed as a percentage) the numerator of which is the Commitment of such Lender at such time and the denominator of which is the Total Commitment at such time, provided that if the Percentage of any Lender is to be determined after the Total Commitment has been terminated, then the Percentages of such Lender shall mean a fraction (expressed as a percentage) the numerator of which is such Lender’s Individual Exposure at such time and the denominator of which is the Aggregate Exposure at such time.

          “ Perfection Certificate ” shall mean each of the English Perfection Certificate, the Australian Perfection Certificate and the Pledged Securities Perfection Certificate.

          “ Perfection Certificate Supplement ” shall mean a Perfection Certificate supplement in the form thereof included in Exhibit G or any other form approved by the Administrative Agent.

          “ Permitted Acquisition ” shall mean the acquisition by an Obligor of an Acquired Entity or Business (including by way of merger of such Acquired Entity or Business with and into such Obligor (so long as such Obligor is the surviving corporation)), provided that (in each case) (A) the consideration paid or to be paid by such Obligor consists solely of cash (including

proceeds of Loans), the issuance or incurrence of Indebtedness otherwise permitted by Section 10.04 and the assumption/acquisition of any Indebtedness (calculated at face value) which is permitted to remain outstanding in accordance with the requirements of Section 10.04 , (B) in the case of the acquisition of 100% of the Equity Interests of any Acquired Entity or Business (including by way of merger), such Acquired Entity or Business shall own no Equity Interests of any other Person unless either (x) such Acquired Entity or Business owns 100% of the Equity Interests of such other Person or (y) if such Acquired Entity or Business owns Equity Interests in any other Person which is a Non-Wholly Owned Subsidiary of such Acquired Entity or Business, (1) such Acquired Entity or Business shall not have been created or established in contemplation of, or for purposes of, the respective Permitted Acquisition, (2) any such Non-Wholly Owned Subsidiary of the Acquired Entity or Business shall have been a Non-Wholly Owned Subsidiary of such Acquired Entity or Business prior to the date of the respective Permitted Acquisition and shall not have been created or established in contemplation thereof and (3) such Acquired Entity or Business and/or its Wholly-Owned Subsidiaries own at least 90% of the total value of all the assets owned by such Acquired Entity or Business and its subsidiaries (for purposes of such determination, excluding the value of the Equity Interests of Non-Wholly Owned Subsidiaries held by such Acquired Entity or Business and its Wholly-Owned Subsidiaries), (C) all of the business, division or product line acquired pursuant to the respective Permitted Acquisition, or the business of the Person acquired pursuant to the respective Permitted Acquisition and its Subsidiaries taken as a whole, is in a jurisdiction of an Obligor or any such other jurisdiction reasonably acceptable to the Administrative Agent, (D) the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a business permitted by Section 10.11 and (E) all requirements of Sections 9.16 , 10.02 and 10.12 applicable to Permitted Acquisitions are satisfied. Notwithstanding anything to the contrary contained in the immediately preceding sentence, an acquisition which does not otherwise meet the requirements set forth above in the definition of “Permitted Acquisition” shall constitute a Permitted Acquisition if, and to the extent, the Required Lenders agree in writing, prior to the consummation thereof, that such acquisition shall constitute a Permitted Acquisition for purposes of this Agreement.

          “ Permitted Acquisition Basket Amount ” shall mean (i) for the Fiscal Year ending closest to January 31, 2010, £7,500,000, and (ii) for each Fiscal Year thereafter, £20,000,000.

          “ Permitted Discretion ” shall mean the exercise of the Co-Collateral Agents’ good faith and reasonable business judgment consistent with industry standards for asset based lending in the retail industry in consideration of any factor which is reasonably likely to (i) adversely affect the value of any Borrowing Base Collateral, the enforceability or priority of the Liens thereon or the amount that the Administrative Agent and the Lenders would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation thereof or (ii) materially increase the likelihood that the Lenders would not receive payment in full in cash for all of the Secured Obligations. In exercising such judgment, the Co-Collateral Agents, as applicable, may consider such factors already included in or tested by the definition of Eligible In-Transit Inventory, Eligible Letter of Credit Inventory, Eligible Credit Card Receivables or Eligible Inventory, as well as any of the following: (i) the changes in collection history and dilution or collectability with respect to the Eligible Credit Card Receivables; (ii) changes in demand for, pricing of, or product mix of Inventory; (iii) changes in any concentration of risk with respect to the respective Qualified Obligors’ Eligible Credit Card Receivables or Inventory; and (iv) any other factors that change the credit risk of lending to any

Borrower on the security of any Qualified Obligors’ Eligible Credit Card Receivables or Inventory; provided that the Co-Collateral Agents shall not “double count.”

          “ Permitted Encumbrance ” shall mean, with respect to any Mortgaged Property, such exceptions to title as are set forth in the mortgage policy delivered with respect thereto, all of which exceptions must be acceptable to the Administrative Agent in its reasonable discretion.

          “ Permitted Liens ” shall have the meaning provided in Section 10.01 .

          “ Person ” shall mean an individual, partnership, corporation (including a business trust), joint stock company, estate, trust, limited liability company, unlimited liability company, unincorporated association, joint venture or other entity or Governmental Authority.

          “ Plan ” shall mean an “employee pension benefit plan” within the meaning of section 3(2) of ERISA subject to Title IV of ERISA maintained or contributed to by any Obligor or any ERISA Affiliate or to which any Obligor or any ERISA Affiliate is required to make any payment or contribution (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to such plan).

          “ Pledged Securities Perfection Certificate ” shall mean the Pledged Securities Perfection Certificate in the form thereof included in Exhibit D-3 or any other form approved by the Administrative Agent, as the same may be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

          “ Pounds Sterling ” and “ £ ” shall mean freely transferable lawful currency of the United Kingdom (expressed in Pounds Sterling).

          “ Pounds Sterling Equivalent ” shall mean, with respect to an amount of money denominated in a currency other than Pounds Sterling, at any time for the determination thereof, the amount of Pounds Sterling which could be purchased with the amount of such currency involved in such computation at the spot exchange rate therefor as quoted by the Facility Agent as of 11:00 A.M. (London time) on the date two Business Days prior to the date of any determination thereof for purchase on such date.

          “ Preferred Equity ”, as applied to the Equity Interests of any Person, shall mean Equity Interests of such Person (other than common Equity Interests of such Person) of any class or classes (however designed) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Equity Interests of any other class of such Person.

          “ Primary Obligations ” shall have the meaning provided in Section 11.02(b) .

          “ Prime Lending Rate ” shall mean the rate which the Administrative Agent announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by the

Administrative Agent, which may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

          “ Pro Forma Availability ” shall mean, for any date of calculation, the projected Excess Availability for each Fiscal Month during any projected twelve Fiscal Months.

          “ Pro Forma Availability Condition ” shall mean, for any date of calculation with respect to any transaction or payment, the Pro Forma Availability for each of the twelve Fiscal Months following, and after giving effect to, such transaction or payment, will be equal to or greater than the greater of (i) £28,000,000 and (ii) 25% of the Total Commitment as then in effect.

          “ Pro Forma Basis ” shall mean, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to (a) the incurrence of any Indebtedness (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness), to finance a Permitted Acquisition, to finance any other acquisition of an Acquired Entity or Business, to finance a Dividend pursuant to Section 10.03(vi) or to finance an Investment pursuant to Section 10.05(xix) ) after the first day of the relevant Calculation Period or Test Period, as the case may be, as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of such Test Period or Calculation Period, as the case may be, (b) the permanent repayment of any Indebtedness (other than revolving Indebtedness, except to the extent accompanied by a corresponding voluntary permanent commitment reduction) after the first day of the relevant Test Period or Calculation Period, as the case may be, as if such Indebtedness had been retired or repaid on the first day of such Test Period or Calculation Period, as the case may be, and (c) any Permitted Acquisition, any other acquisition of an Acquired Entity or Business or any Material Asset Sale then being consummated as well as any other Permitted Acquisition, any such other acquisition or any other Material Asset Sale if consummated after the first day of the relevant Test Period or Calculation Period, as the case may be, and on or prior to the date of the respective Permitted Acquisition, other acquisition or Material Asset Sale, as the case may be, then being effected, with the following rules to apply in connection therewith:

     (i) all Indebtedness (A) (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness, to finance Permitted Acquisitions, to finance any other acquisition of an Acquired Entity or Business to finance Dividends pursuant to Section 10.03(vi) or to finance Investments pursuant to Section 10.05(xix) ) incurred or issued after the first day of the relevant Test Period or Calculation Period (whether incurred to finance a Permitted Acquisition or such other acquisition, another Investment or a Dividend, to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of such Test Period or Calculation Period, as the case may be, and remain outstanding through the date of determination and (B) (other than revolving Indebtedness, except to the extent accompanied by a corresponding voluntary permanent commitment reduction) permanently retired or redeemed after the first day of the relevant Test Period or Calculation Period shall be deemed to have been retired or redeemed on the first day of such Test Period or Calculation Period, as the case may be, and remain retired through the date of determination;

     (ii) all Indebtedness assumed to be outstanding pursuant to preceding clause (i) shall be deemed to have borne interest at (A) the rate applicable thereto, in the case of fixed rate indebtedness, or (B) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest shall be tested on the basis of the rates applicable at the time the determination is made pursuant to said provisions; and

     (iii) in making any determination of Consolidated EBITDA on a Pro Forma Basis, pro forma effect shall be given to any Permitted Acquisition, any other acquisition of an Acquired Entity or Business if effected during the respective Calculation Period or Test Period as if same had occurred on the first day of the respective Calculation Period or Test Period, as the case may be, and taking into account factually supportable and identifiable cost savings and expenses which would otherwise be accounted for as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act, as if such cost savings or expenses were realized on the first day of the respective period.

          “ Propcos ” shall mean, collectively, each of Toys “R” Us Properties (UK) Limited, Toys “R” Us France Real Estate SAS and Toys R Us Iberia Real Estate, S.L.

          “ Qualified Obligor ” shall mean and include each Obligor organized in England and Wales or Australia.

          “ Qualified Preferred Stock ” shall mean any Preferred Equity of each Parent Guarantor so long as the terms of any such Preferred Equity (v) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to one year after the Maturity Date, (w) do not require the cash payment of dividends or distributions that would otherwise be prohibited by the terms of this Agreement or any other agreement or contract of each Parent Guarantor or any of its respective Subsidiaries, (x) do not contain any covenants (other than periodic reporting requirements), (y) do not grant the holders thereof any voting rights except for (I) voting rights required to be granted to such holders under applicable law and (II) limited customary voting rights on fundamental matters such as mergers, consolidations, sales of all or substantially all of the assets of each Parent Guarantor, or liquidations involving each Parent Guarantor, and (z) are otherwise reasonably satisfactory to the Administrative Agent.

          “ Qualified Secured Cash Management Agreements ” shall have the meaning provided in Section 13.21 .

          “ Qualified Secured Hedging Agreements ” shall have the meaning provided in Section 13.21 .

          “ Qualifying IPO ” means an equity issuance by the Parent consisting of an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) of its common stock (i) pursuant to an effective registration statement

filed with the SEC in accordance with the Securities Act of 1933 as amended (whether alone or in connection with a secondary public offering) and (ii) resulting in gross proceeds to the Parent of at least $100,000,000.

          “ Quarterly Payment Date ” shall mean the last Business Day of each March, June, September and December occurring after the Effective Date.

          “ Quarterly Pricing Certificate ” shall have the meaning provided in the definition of Applicable Margin.

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

          “ Recovery Event ” shall mean the receipt by any Group Member of any cash insurance proceeds or condemnation awards payable (i) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to any property or assets of any Group Member and (ii) under any policy of insurance required to be maintained under Section 9.03 .

          “ Refinancing ” shall mean the refinancing transactions described in Section 6.06 .

          “ Refinancing Documents ” shall mean all pay-off letters, guaranty releases, Lien releases (including, without limitation, UCC termination statements) and other documents and agreements entered into in connection with the Refinancing.

          “ Register ” shall have the meaning provided in Section 13.15 .

          “ Regulation D ” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

          “ Regulation T ” shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof.

          “ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof.

          “ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof.

          “ Release ” shall mean actively or passively disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, migrating or the like, into or upon any land or water or air, or otherwise entering into the environment.

          “ Rent Reserve ” shall mean a reserve established by the Co-Collateral Agents in their Permitted Discretion in respect of rent payments made by a Qualified Obligor for each location at which Inventory of a Qualified Obligor is located that is not subject to a Collateral Access Agreement (without duplication of any such amounts used in determining Net Orderly

Liquidation Value) (as reported to the Co-Collateral Agents by the Obligors’ Agent from time to time as requested by the Co-Collateral Agents), as adjusted from time to time by the Co-Collateral Agents in their Permitted Discretion.

          “ Replaced Lender ” shall have the meaning provided in Section 2.13 .

          “ Replacement Lender ” shall have the meaning provided in Section 2.13 .

          “ Reportable Event ” shall mean an event described in section 4043(c) of ERISA with respect to a Plan other than those events as to which the 30-day notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation section 4043.

          “ Required Lenders ” shall mean, at any time, Non-Defaulting Lenders the sum of whose Commitments (or, after the termination of all Commitments, outstanding Individual Exposures) at such time represents at least a majority of the Total Commitment in effect at such time less the Commitments of all Defaulting Lenders (or, after the termination of all Commitments, the sum of then total outstanding Individual Exposures of all Non-Defaulting Lenders, at such time.

          “ Reserves ” shall mean reserves, if any, established by the Co-Collateral Agents from time to time hereunder in their Permitted Discretion against the Borrowing Base, including, without limitation and duplication, (i) Bank Product Reserves, (ii) Hedge Product Reserves, (iii) Rent Reserves, (iv) Shrink Reserves, (v) ROT Reserves, (vi) freight costs related to Eligible Inventory in transit, (vii) Customer Credit Liabilities Reserves, (viii) the Australian Employee Liability Reserves, (ix) the Enterprise Act Reserves and the English Employee Liability Reserves, (x) amounts owing by any Obligor to any Person to the extent secured by a Lien on, or trust over, any Borrowing Base Collateral and (xi) such other events, conditions or contingencies as to which the Co-Collateral Agents, in their Permitted Discretion, determine reserves should be established from time to time hereunder.

          “ Restricted ” shall mean, when referring to cash or Cash Equivalents of a Group Member, that such cash or Cash Equivalents (i) appears (or would be required to appear) as “restricted” on a consolidated balance sheet of a Group Member (unless such appearance is related to the Credit Documents or Liens created thereunder), (ii) are subject to any Lien in favor of any Person other than the Security Agent for the benefit of the Secured Creditors or (iii) are not otherwise generally available for use by such Group Member.

          “ Returns ” shall have the meaning provided in Section 8.09 .

          “ ROT Reserve ” shall mean an amount reasonably estimated by the applicable Qualified Obligors in consultation with the Co-Collateral Agents to be equal to that amount of Inventory owned by the Qualified Obligors that is subject to retention of title but only to the extent of any payables due or outstanding that are secured by such Inventory.

          “ S&P ” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

          “ SEC ” shall have the meaning provided in Section 9.01(h) .

          “ Secured Cash Management Agreements ” shall mean (i) each Cash Management Agreement entered into by an Obligor with any Lender Counterparty and (ii) each Cash Management Agreement entered into by an Obligor with any Person which is not a Lender Counterparty, provided that (x) such Cash Management Agreement expressly states that it constitutes a “Secured Cash Management Agreement” for purposes of this Agreement and the other Credit Documents, (y) the Obligor and the other parties thereto shall have delivered to the Administrative Agent a written notice specifying that such Cash Management Agreement constitutes a “Secured Cash Management Agreement” for purposes of this Agreement and the other Credit Documents and in the case of such Obligor, that such Secured Cash Management Agreement and the obligations of the Obligors thereunder have been, and will be, incurred in compliance with this Agreement and (z) such other Person has entered into an intercreditor agreement with respect to the relevant Cash Management Agreement on terms reasonably satisfactory to the Administrative Agent.

          “ Secured Creditors ” shall mean, collectively, the Lender Creditors, the Hedging Creditors and the Cash Management Creditors.

          “ Secured Debt Agreements ” shall mean and include (w) this Agreement, (x) the other Credit Documents, (y) the Secured Hedging Agreements entered into with any Hedging Creditors and (z) the Secured Cash Management Agreements entered into with any Cash Management Creditors.

          “ Secured Hedging Agreements ” shall mean (i) each Interest Rate Protection Agreement and/or Other Hedging Agreement entered into by an Obligor with any Lender Counterparty and (ii) each Other Hedging Agreement with respect to currencies entered into by an Obligor with a Person that is not a Lender Counterparty, provided that (x) either the confirmation or the master agreement (however described therefor) governing such Other Hedging Agreement expressly states that it constitutes a “Secured Hedging Agreement” for purposes of this Agreement and the other Credit Documents, (y) the Obligor and the other parties thereto shall have delivered to the Administrative Agent a written notice specifying that such Other Hedging Agreement constitutes a “Secured Hedging Agreement” for purposes of this Agreement and the other Credit Documents and in the case of such Obligor, that such Secured Hedging Agreement and the obligations of the Obligors thereunder have been, and will be, incurred in compliance with this Agreement and (z) such other Person has entered into an intercreditor agreement with respect to the relevant Other Hedging Agreement on terms reasonably satisfactory to the Administrative Agent; provided , that in the case of each of clauses (i) and (ii) above, on the effective date of such Secured Hedging Agreement and from time to time thereafter, at the request of the Co-Collateral Agents, the Obligors shall have notified the Administrative Agent in writing of the aggregate amount or exposure under such Secured Hedging Agreement.

          “ Secured Obligations ” shall mean and include, as to any Obligor, all of the following:

     (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all Obligations of such Obligor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with,

each Credit Document to which such Obligor is a party (including, without limitation, in the event such Obligor is a Guarantor, all such obligations, liabilities and indebtedness of such Obligor under the Guaranty) (all such Obligations under this clause (i), except to the extent consisting of Hedging Obligations or Cash Management Obligations, being herein collectively called the “ Credit Document Obligations ”);

     (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Obligor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Obligor to the Hedging Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, without limitation, in the event such Obligor is a Guarantor, all obligations, liabilities and indebtedness of such Obligor under the Guaranty, in respect of the Secured Hedging Agreements), and the due performance and compliance by such Obligor with all of the terms, conditions and agreements contained in each such Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “ Hedging Obligations ”);

     (iii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Obligor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Obligor to the Cash Management Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Cash Management Agreement, whether such Secured Cash Management Agreement is now in existence or hereinafter arising (including, without limitation, in the event such Obligor is a Guarantor, all obligations, liabilities and indebtedness of such Obligor under the Guaranty, in respect of the Secured Cash Management Agreements), and the due performance and compliance by such Obligor with all of the terms, conditions and agreements contained in each such Secured Cash Management Agreement (all such obligations, liabilities and indebtedness under this clause (iii) being herein collectively called the “ Cash Management Obligations ”);

     (iv) any and all sums advanced by the Security Agent in order to preserve the Collateral or preserve its security interest in the Collateral;

     (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Obligor referred to in clauses (i), (ii) and (iii) above, after an Event of Default shall have occurred and be continuing, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or

realizing on the Collateral, or of any exercise by the Security Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; and

     (vi) all amounts paid (or incurred) by any Indemnified Person as to which such Indemnified Person has the right to reimbursement under Section 13.01 or any indemnity contained in any Security Document;

it being acknowledged and agreed that the “Secured Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or any Security Document or extended from time to time after the date of this Agreement or any Security Document.

          “ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “ Security Agent ” shall mean the Administrative Agent in its capacity as (x) collateral agent for the Secured Creditors pursuant to the Security Documents, and shall include any successor to the Security Agent as provided in Section 12.09 ; and/or (y) security trustee for the Secured Creditors pursuant to Schedule 19 of this Agreement and shall include any successor as provided in clause 7 of Schedule 19 of this Agreement.

          “ Security Document ” shall mean and include each of the documents listed on Schedule 1.01(d) (after the execution and delivery thereof), the Incremental Security Documents (after the execution and delivery thereof) each Cash Management Control Agreement and each other security agreement or other instrument, document, agreement or grant executed and delivered pursuant to the Collateral and Guaranty Requirements or pursuant to Section 9.13 or 9.14 to secure any of the Secured Obligations; provided , that any cash collateral or other agreements entered into pursuant to the Back-Stop Arrangements shall constitute “Security Documents” solely for purposes of (x) Sections 8.03 and 10.01(iv) and (y) the term “Credit Documents” as used in Sections 10.04(i) , 10.09 and 13.01 .

          “ Shrink ” shall mean Inventory identified by the Qualified Obligors as lost, misplaced or stolen.

          “ Shrink Reserve ” shall mean an amount reasonably estimated by the Co-Collateral Agents to be equal to that amount which is required in order that the Shrink reflected in the Qualified Obligors’ stock ledger would be reasonably equivalent to the Shrink calculated as part of the Qualified Obligors’ most recent physical inventory.

          “ Solvent ” shall mean, with respect to any Person on a particular date, that on such date (a) at fair valuation on a going concern basis, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and assets of such Person on a going concern basis is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and generally pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to generally pay as

such debts mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged.

          “ Spanish Borrower ” shall have the meaning provided in the first paragraph of this Agreement.

          “ Specified Default ” shall mean the failure of any Obligor to comply with the terms of Section 5.03 or Section 10.13 or a default under Section 11.01(c) from the failure of any Obligor to comply with the terms of Section 10.07 or the occurrence of any Event of Default specified in Section 11.01(a) or (e) .

          “ Specified Foreign Currency Funding Capacity ” at any date of determination, for any Lender, shall mean the ability of such Lender to fund Loans denominated in Australian Dollars, Pounds Sterling and/or Euros, as set forth in the records of the Administrative Agent pursuant to the receipt by the Administrative Agent of a notification in writing by such Lender to the Administrative Agent within three (3) Business Days prior to such Lender becoming a Lender hereunder.

          “ Specified Foreign Currency Loan ” shall have the meaning provided in Section 15.01 .

          “ Specified Foreign Currency Participation ” shall have the meaning provided in Section 15.01 .

          “ Specified Foreign Currency Participation Fee ” shall have the meaning provided in Section 15.06 .

          “ Specified Foreign Currency Participation Settlement ” shall have the meaning provided in Section 15.02(a) .

          “ Specified Foreign Currency Participation Settlement Amount ” shall have the meaning provided in Section 15.02(b) .

          “ Specified Foreign Currency Participation Settlement Date ” shall have the meaning provided in Section 15.02(a) .

          “ Specified Foreign Currency Participation Settlement Period ” shall have the meaning provided in Section 15.02(b) .

          “ Sponsor Group ” means the Sponsors and the Sponsor Related Parties.

          “ Sponsor Lender Limitations ” shall mean, with respect to the Sponsor Group or any of their respective Affiliates which becomes an assignee of any portion of the Obligations, such Person(s) shall have executed a waiver in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person(s) acknowledges and agrees that (a) it shall only have the right to vote up to 10% of the Total Commitments and, to the extent that the

Sponsor Group or any of their respective Affiliates hold in the aggregate more than 10% of the Total Commitments, Lenders other than the Sponsor Group or any of their respective Affiliates shall be permitted to vote the Commitments held by the Sponsor Group and/or any of their respective Affiliates in excess of such amount (the “ Excess Sponsor Amount ”) on a pro rata basis, based on their respective Percentage of the Total Commitments, (b) if the Obligors’ Agent requests that this Agreement or any other Credit Document be modified, amended or waived in a manner which would require the consent of the Required Lenders or the Supermajority Lenders, as applicable, no such consent shall be deemed given unless such consent is obtained without giving effect to the Excess Sponsor Amount, and (c) it shall have no right (i) to require the Agents or any Lender to undertake any action (or refrain from taking any action) with respect to any Credit Document, (ii) to attend any meeting with the Agents or any Lender or receive any information from the Agents or any Lender, (iii) to the benefit of any advice provided by counsel to the Agents or the other Lenders or to challenge the attorney-client privilege of the communications between the Agents, such other Lenders and such counsel, or (iv) to make or bring any claim, in its capacity as Lender, against any Agent or any Lender with respect to the fiduciary duties of such Agent or Lender and the other duties and obligations of the Agents hereunder; except, that, no amendment, modification or waiver to any Credit Document shall, without the consent of the Sponsor Group or any of their respective Affiliates, deprive any such Person, as assignee, of its pro rata share of any payments to which the Lenders as a group are otherwise entitled hereunder.

          “ Sponsor Related Parties ” shall mean, with respect to any Person, (a) any Controlling stockholder or partner (including, in the case of an individual Person who possesses Control, the spouse or immediate family member of such Person, provided that such Person retains Control of the voting rights, by stockholders agreement, trust agreement or otherwise of the Equity Interests owned by such spouse or immediate family member) or 80% (or more) owned Subsidiary, or (b) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 51% or more Controlling interest of which consist of such Person and/or such Persons referred to in the immediately preceding clause (a), or (c) the limited partners of the Sponsors.

          “ Sponsors ” means, collectively, Bain Capital (TRU) VIII, L.P., a Delaware limited partnership; Bain Capital (TRU) VIII-E, L.P., a Delaware limited partnership; Bain Capital (TRU) VIII Coinvestment, L.P., a Delaware limited partnership; Bain Capital Integral Investors, LLC, a Delaware limited liability company; BCIP TCV, LLC, a Delaware limited liability company; Kohlberg Kravis Roberts & Co.; Toybox Holdings, LLC; Vornado Truck, LLC; and Vornado Realty Trust; and each of their respective Affiliates.

          “ Start Date ” shall have the meaning provided in the definition of Applicable Margin.

          “ Stated Amount ” of each Letter of Credit shall mean, at any time, the maximum amount available to be drawn thereunder (in each case determined without regard to whether any conditions to drawing could then be met); provided that the “Stated Amount” of each Letter of Credit denominated in Australian Dollars, U.S. Dollars or Euro shall be, on any date of calculation, the Pounds Sterling Equivalent of the maximum amount available to be drawn in the

respective currency thereunder (determined without regard to whether any conditions to drawing could then be met).

          “ Sterling Loans ” shall mean each Loan denominated in Pounds Sterling at the time of the incurrence thereof.

          “ Sterling Rate ” shall mean, with respect to each Borrowing of Sterling Loans, (i) the applicable screen rate, the same being the British Bankers’ Association Interest Settlement Rate for the relevant currency and Interest Period displayed on the appropriate page of the Reuters screen and if the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Obligors’ Agent and the Lenders; or (ii) if no screen rate is available for the currency or Interest Period of that Loan, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Facility Agent to leading banks in the London interbank market, in each case, as of 11:00 A.M. (London time) on the Interest Determination Date for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan, provided that in the event the Administrative Agent has made any determination pursuant to Section 2.10(a)(i) in respect of Sterling Loans, or in the circumstances described in clause (i) to the proviso to Section 2.10(b) in respect of such Sterling Loans, the Sterling Rate determined pursuant to this definition shall instead be the rate determined by the Administrative Agent as the all-in-cost of funds for the Administrative Agent to fund a Borrowing of Loans denominated in Pounds Sterling with maturities comparable to the Interest Period applicable thereto.

          “ Subsidiary ” shall mean, as to any Person, (i) any corporation more than 50% of whose stock 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 and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of each Parent Guarantor other than, for avoidance of doubt, any Propco.

          “ Supermajority Lenders ” shall mean those, Non-Defaulting Lenders (other than Affiliated Lenders) which would constitute the Required Lenders under, and as defined in, this Agreement, if the reference to “a majority” contained therein were changed to “66 2/3%”.

          “ Syndication Agent ” shall mean Banc of America Securities LLC, in its capacity as Syndication Agent in respect of the credit facilities hereunder, and any successors thereto.

          “ Synthetic Lease ” shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by the lessee and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

          “ Taxes ” or “Tax” shall mean all present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments and all interest, surcharges, penalties or similar liabilities with respect to such taxes, levies, imposts, duties, fees, assessments or other charges.

          “ TEG Letter ” shall have the meaning provided in Section 2.08(h) .

          “ Termination Date ” shall mean the date on which all Secured Obligations have been paid in full (other than obligations for taxes, costs, indemnifications, reimbursements, damages and other contingent liabilities in respect of which no claim or demand for payment has been made or, in the case of indemnifications, no notice been given (or reasonably satisfactory arrangements have otherwise been made)), no Letter of Credit is outstanding and all Commitments have been terminated.

          “ Tertiary Obligations ” shall mean (i) all Hedging Obligations under Secured Hedging Agreements that are not Qualified Secured Hedging Agreements, (ii) all Cash Management Obligations under Secured Cash Management Agreements that are not Qualified Secured Cash Management Agreements and (iii) all Hedging Obligations and Cash Management Obligations under Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements in excess of £30,000,000 in the aggregate for all such obligations (it being understood and agreed that the Qualified Secured Cash Management Agreements and the Qualified Secured Hedging Agreements will be secured on a first-in-time basis).

          “ Test Period ” shall mean, on any date of determination, the period of four consecutive Fiscal Quarters then last ended (taken as one accounting period).

          “ Total Commitment ” shall mean, at any time, the sum of the Commitments of each of the Lenders at such time.

          “ Total Unutilized Commitment ” shall mean, at any time, an amount equal to the remainder of (a) the Total Commitment in effect at such time less (b) the Aggregate Exposure at such time.

          “ Toys UK ” shall have the meaning set forth in the preamble hereto.

          “ Transaction ” shall mean, collectively, (a) the consummation of the Refinancing, (b) the execution, delivery and performance by each Obligor of the Credit Documents to which it is a party, the incurrence of Loans, if any, on the Effective Date and the use of proceeds thereof and (c) the payment of all Transaction Costs.

          “ Transaction Costs ” shall mean the fees, costs and expenses (including legal fees and expenses, and (if any) title premiums, survey charges, and recording taxes and fees) payable to third-parties by the Obligors on or before the first anniversary of the Effective Date and incurred in order to consummate the transactions contemplated by the Credit Documents.

          “ Tri-Party Agreement ” means an agreement substantially in the form of Exhibits H-1 and H-2 (or such other form acceptable to the Administrative Agent) among a

Qualified Obligor, any Person providing freight, warehousing and consolidation services to such Qualified Obligor and the Security Agent, in which such Person acknowledges that (a) the Security Agent holds a first priority Lien on the Inventory of the Qualified Obligors, (b) such Person has furnished written acknowledgment to such Qualified Obligor that such Person holds Inventory in its possession as bailee for such Qualified Obligor and that such Qualified Obligor has title to such Inventory, (c) any Inventory delivered to a carrier for shipment will reflect a Qualified Obligor as consignor and consignee, (d) it will promptly notify the Administrative Agent and the Security Agent of its receipt of notice from the seller of such Inventory of the seller’s stoppage of delivery of such Inventory to the Qualified Obligor, and (e) agrees, upon notice from the Administrative Agent, to hold and dispose of the subject Inventory solely as directed by the Administrative Agent.

          “ Type ” shall mean the type of Loan determined with regard to the interest option applicable thereto, i.e. , whether a U.S. Dollar Loan, an Australian Dollar Loan, a Sterling Loan or a Euro Loan.

          “ UCC ” shall mean the Uniform Commercial Code (or any similar or equivalent legislation) as from time to time in effect in the relevant jurisdiction.

          “ U.K. Borrowers ” shall have the meaning provided in the first paragraph of this Agreement.

          “ UK Holdco ” shall have the meaning provided in the first paragraph of this Agreement.

          “ Unfunded Current Liability ” of any Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under the Plan determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of section 4044 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).

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

          “ Unpaid Drawing ” shall have the meaning provided in Section 3.05(a) .

          “ Unrestricted ” shall mean, when referring to cash or Cash Equivalents of any Group Member, that such cash or Cash Equivalents are not Restricted.

          “ Unutilized Commitment ” shall mean, with respect to any Lender at any time, such Lender’s Commitment at such time less the sum of (a) the aggregate outstanding principal amount of all Loans (taking the Pounds Sterling Equivalent of any such Loans denominated in a currency other than Pounds Sterling) made by such Lender at such time and (b) such Lender’s Percentage of the Letter of Credit Outstandings at such time (taking the Pounds Sterling Equivalent of any such Letters of Credit denominated in a currency other than Pounds Sterling).

          “ U.S. Obligor ” shall mean any Obligor that (i) is a United States person (as such term is defined in Section 7701(a)(30) of the Code) or (ii) is treated as an entity that is

disregarded as separate from a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes.

          “ U.S. Dollar Loans ” shall mean each Loan denominated in U.S. Dollars at the time of the incurrence thereof bearing interest at a rate determined by reference to the Eurodollar Rate.

          “ U.S. Dollars ” and the sign “ $ ” shall each mean freely transferable lawful money of the United States.

          “ VAT ” shall mean value added tax as provided for in the United Kingdom’s Value Added Tax Act 1994 and any other tax, including a goods and services tax of a similar nature in any jurisdiction.

          “ Weekly Borrowing Base Period ” shall mean any period (x) commencing on the date on which the Excess Availability is less than or equal to the greater of (i) £19,000,000 and (ii) 17.5% of the lesser of (a) the Total Commitment as then in effect and (b) the Borrowing Base at such time and (y) ending on the first date thereafter on which the Excess Availability has been greater than the greater of (i) £19,000,000 and (ii) 17.5% of the lesser of (a) the Total Commitment as then in effect and (b) the Borrowing Base at such time for 30 consecutive days.

          “ Wholly-Owned Subsidiary ” shall mean, as to any Person, (i) any corporation 100% of whose capital stock is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, unlimited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time (other than directors’ qualifying shares and/or other nominal amounts of shares required to be held by Persons other than any Group Member under applicable law).

          1.02. Interpretation . In this Agreement, where it relates to a French entity, a reference to:

     (a) a guarantee includes, without limitation, any cautionnement , aval and any garantie which is independent from the debt to which it relates;

     (b) a lease includes, without limitation, a bail and an opération de crédit-bail ;

     (c) a reconstruction includes, without limitation, any contribution of part of this business in consideration of shares ( apport partiel d’actifs ) and any demerger ( scission ) implemented in accordance with Articles L.236-1 to L.236-24 of the French Code de commerce; and

     (d) a security interest includes, without limitation, any type of security ( privilege, sûreté réelle ).

          SECTION 2. Amount and Terms of Credit .

          2.01. The Commitments . (a) Subject to and upon the terms and conditions set forth herein (including, without limitation, the conditions set forth in Section 7 ), each Lender with a Commitment severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Maturity Date, a revolving loan or revolving loans to each Borrower (each, a “ Loan ” and, collectively, the “ Loans ”), which Loans:

     (i) shall be made and maintained in the respective Available Currency permitted for the Borrowers, as the case may be;

     (ii) except as hereafter provided, shall, at the option of the Borrowers, be incurred and maintained as one or more Borrowings of U.S. Dollar Loans, Australian Dollar Loans, Sterling Loans or Euro Loans; provided that, except as otherwise specifically provided in Section 2.10(b) , all Loans made as part of the same Borrowing shall at all times consist of Loans of the same Type;

     (iii) may be repaid and reborrowed in accordance with the provisions hereof;

     (iv) shall not be made (and shall not be required to be made) by any such Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) the Individual Exposure of such Lender to exceed the amount of its Commitment at such time, (y) the Aggregate Exposure to exceed the lesser of the Total Commitment at such time and the Borrowing Base or (z) the Aggregate Exposure plus the principal amount of any outstandings under the Local Law Financings (for this purpose, using the Pounds Sterling Equivalent of amounts not denominated in Pounds Sterling) to exceed the Aggregate Cap Amount; provided that the outstanding amount of Loans made to the Australian Borrower shall not exceed the Australian Borrowing Limit at any time; and

     (v) which are denominated in Australian Dollars, Pounds Sterling or Euros and are required to be made by a Participating Specified Foreign Currency Lender, shall, subject to Section 15 , be made by the Fronting Lender.

          (b) Notwithstanding anything to the contrary in Section 2.01(a) , Section 7.03 or elsewhere in this Agreement, the Co-Collateral Agents shall have the right to establish Reserves in such amounts, and with respect to such matters, as the Co-Collateral Agents in their Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base (which Reserves shall reduce such then existing Borrowing Base in an amount equal to such Reserves); provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrowers (during which period the Co-Collateral Agents shall be available to discuss any such proposed Reserve with the Borrowers) and during which such five Business Day period the Borrowers shall be unable to borrow an amount equal to such proposed Reserves; provided , further , that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with the methodology of calculation previously utilized (such as, but not limited to, Customer Credit Liabilities), or (2) changes to Reserves or the establishment of additional Reserves if a Material Adverse Effect under clause (y) of the definition thereof has

occurred or it would be reasonably likely that a Material Adverse Effect under clause (y) of the definition thereof would occur were such Reserves not changed or established prior to the expiration of such five Business Day period.

          2.02. Minimum Amount of Each Borrowing . The aggregate principal amount of each Borrowing of Loans of a specific Type shall not be less than the Minimum Borrowing Amount applicable to such Type of Loans. More than one Borrowing may occur on the same date, but at no time shall there be outstanding more than ten Borrowings of Euro Rate Loans (or such greater number of Borrowings of Euro Rate Loans as may be agreed to from time to time by the Administrative Agent) in the aggregate.

          2.03. Notice of Borrowing . Whenever a Borrower desires to incur Loans hereunder, such Borrower shall give the Facility Agent at the Notice Office (with a copy to the Administrative Agent) at least (x) four Business Days’ prior notice of each Australian Dollar Loan to be incurred hereunder, (y) three Business Days’ prior notice of each U.S. Dollar Loan and Euro Loan to be incurred hereunder and (z) one Business Day’s prior written notice of each Sterling Loan to be incurred hereunder; provided that any such notice shall be deemed to have been given on a certain day only if given before (x) 9:30 A.M. (London time) on such day, in the case of Sterling Loans and (y) 9:30 A.M. (London time) on such day, in the case of Australian Dollar Loans, U.S. Dollar Loans and Euro Loans. Each such notice (each, a “ Notice of Borrowing ”), except as otherwise expressly provided in Section 2.10 , shall be irrevocable and shall be in writing, in the form of Exhibit A-1 , appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the Available Currency), (ii) the date of such Borrowing (which shall be a Business Day) and (iii) the initial Interest Period to be applicable thereto. The Facility Agent shall promptly give each Lender notice of such proposed Borrowing (with a copy to the Administrative Agent), of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

          2.04. Disbursement of Funds . No later than 2:00 P.M. (London time) on the date specified in each Notice of Borrowing, each Lender, subject to Section 15 , will make available its pro rata portion (determined in accordance with Section 2.07 ) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars (in the case of U.S. Dollar Loans), in Australian Dollars (in the case of Australian Dollar Loans), in Pounds Sterling (in the case of Sterling Loans) or Euros (in the case of Euro Loans), as the case may be, and in immediately available funds at the Payment Office, and the Facility Agent will make available to the relevant Borrower or Borrowers at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent and the Facility 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 Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the relevant Borrower or Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility

Agent’s demand therefor, the Facility Agent shall promptly notify the relevant Borrower or Borrowers, and the relevant Borrower or Borrowers shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent also shall be entitled to recover on demand from such Lender or the relevant Borrower or Borrowers, 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 Facility Agent to the relevant Borrower or Borrowers until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate (or, in the case of Australian Dollar Loans, Sterling Loans or Euro Loans, the cost to the Facility Agent of acquiring overnight funds in Australian Dollars, Pounds Sterling or Euros, as the case may be) for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the relevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.08 . Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which any Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder. Notwithstanding this Section 2.04 and subject to the provisions of Section 15 , (x) the Fronting Lender shall be obligated to make each Participating Specified Foreign Currency Lender’s pro rata portion of a Specified Foreign Currency Loan and (y) each Participating Specified Foreign Currency Lender shall not be obligated to make its pro rata portion of a Specified Foreign Currency Loan.

          2.05. Notes . (a) Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender to such Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by such Borrower substantially in the form of Exhibit B (except in the case of any Spanish Obligor to the extent execution of a promissory note would give rise to payment of stamp duty), with blanks appropriately completed in conformity herewith (each, a “ Note ” and, collectively, the “ Notes ”).

          (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans.

          (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request, obtain, maintain or produce a Note evidencing its Loans to any Borrower shall affect, or in any manner impair, the obligations of any Borrower to pay the Loans (and all related Secured Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to any Credit Document. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and

deliver to the respective Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

          2.06. Continuations . Any Loan (other than any Base Rate Loan) may be continued upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower (or the Obligors’ Agent) giving notice substantially in the form of Exhibit A-2 attached hereto to the Facility Agent (with a copy to the Administrative Agent), in accordance with the applicable provisions for Interest Period set forth in Section 2.09 (such notice a “ Notice of Continuation ”), of the length of the next Interest Period to be applicable to such Loan.

          2.07. Pro Rata Borrowings . Except as provided in Section 15 , all Borrowings of Loans under this Agreement shall be incurred from the Lenders pro rata on the basis of their Commitments. It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

          2.08. Interest . (a) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan made to such Borrower maintained as a U.S. Dollar Loan from the date of Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin as in effect from time to time during such Interest Period plus the Eurodollar Rate for such Interest Period.

          (b) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan made to such Borrower maintained as a Sterling Loan from the date of Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin as in effect from time to time during such Interest Period plus the Sterling Rate for such Interest Period plus any Mandatory Costs.

          (c) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan made to such Borrower maintained as a Euro Loan from the date of Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin as in effect from time to time during such Interest Period plus the Euro LIBOR for such Interest Period plus any Mandatory Costs.

          (d) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan maintained as a Australian Dollar Loan from the date of Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the relevant Applicable Margin as in effect from time to time during such Interest Period plus the Australian Dollar Rate for such Interest Period.

          (e) Overdue principal and, to the extent permitted by law, overdue interest in respect of each Loan and any other overdue amount payable hereunder and under any other Credit Document shall, in each case, bear interest at a rate per annum (1) in the case of overdue principal of, and overdue interest on, Sterling Loans and any other overdue amounts owing in Pounds Sterling, equal to the rate which is 2% in excess of the Applicable Margin in effect from time to time for Sterling Loans plus the Sterling Rate for such successive periods not exceeding three months as the Facility Agent may determine from time to time in respect of amounts comparable to the amount not paid plus any Mandatory Costs, (2) in the case of overdue principal of, and overdue interest on, Euro Loans and any other overdue amounts owing in Euros, equal to the rate which is 2% in excess of the Applicable Margin in effect from time to time for Euro Loans plus the Euro LIBOR for such successive periods not exceeding three months as the Facility Agent may determine from time to time in respect of amounts comparable to the amount not paid plus any Mandatory Costs, (3) in the case of overdue principal of, and overdue interest on, Australian Dollar Loans and any other overdue amounts owing in Australian Dollars, equal to the rate which is 2% in excess of the Applicable Margin in effect from time to time for Australian Dollar Loans plus the Australian Dollar Rate for such successive periods not exceeding three months as the Facility Agent may determine from time to time in respect of amounts comparable to the amount not paid, and (4) in the case of overdue principal of, and overdue interest on, U.S. Dollar Loans and any other overdue amounts owing in U.S. Dollars, equal to the rate which is equal to the rate which is 2% in excess of the rate then borne by such Loans. Interest that accrues under this Section 2.08(e) shall be payable on demand. With respect to the French Borrower, default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount only if, within the meaning of Article 1154 of the French Code Civil, such interest is due for a period of at least one year, but will remain immediately due and payable.

          (f) Accrued (and theretofore unpaid) interest shall be payable (i) in respect of each 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 each date occurring at three month intervals after the first day of such Interest Period and (ii) in respect of each Loan, (x) on the date of any repayment or prepayment thereof (on the amount prepaid or repaid), (y) at maturity (whether by acceleration or otherwise) and (z) after such maturity, on demand.

          (g) Upon each Interest Determination Date, the Facility Agent shall determine the Euro Rate for each Interest Period applicable to the respective Loans and shall promptly notify the respective Borrowers and the Lenders thereof (with a copy to the Administrative Agent). Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

          (h) For the purposes of articles L.313-1 et seq., R.313-1 and R.313-2 of the French Code de la consommation , the Parties acknowledge that by virtue of certain characteristics of the Loans (and in particular the variable interest rate applicable to Loans and the Borrowers’ right to select the currency and the duration of the Interest Period of each Loan) the taux effectif global (effective global rate) cannot be calculated at the date of this Agreement. However, the French Borrower acknowledges that it has received from the Administrative Agent a letter containing an indicative calculation of the taux effectif global , based on examples calculated on assumptions as to the taux de période and durée de période set out in the letter (the

“ TEG Letter ”). Each of the parties to this Agreement acknowledges that such TEG Letter forms part of this Agreement.

          2.09. Interest Periods . At the time any Borrower gives any Notice of Borrowing or Notice of Continuation in respect of the making of, or continuing into, any Loan (in the case of the initial Interest Period applicable thereto) or prior to (x) in the case of an Australian Dollar Loan, 9:30 A.M. (London time) on the fourth Business Day, (y) in the case of Euro Loan or a U.S. Dollar Loan, 9:30 A.M. (London time) on the third Business Day and (z) in the case of a Sterling Loan, 9:30 A.M. (London time) on the first Business Day, in each case prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period), such Borrower shall have the right to elect the interest period (each, an “ Interest Period ”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be (i) a one or two week period, (ii) a one, two, three or six month period or (iii) a nine or twelve month period to the extent agreed to by all Lenders, provided that (in each case):

     (a) all Loans comprising a Borrowing shall at all times have the same Interest Period;

     (b) the initial Interest Period for any Loan shall commence on the date of Borrowing of such Loan and each Interest Period occurring thereafter in respect of such Loan shall commence on the day on which the next preceding Interest Period applicable thereto expires;

     (c) if any Interest Period for a Loan 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;

     (d) if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided , however , that if any Interest Period for a Loan would otherwise expire on a day which 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 preceding Business Day;

     (e) unless the Required Lenders otherwise agree or as otherwise provided below in the case of U.S. Dollar Loans, Australian Dollar Loans, Sterling Loans or Euro Loans, no Interest Period may be selected at any time when a Default or an Event of Default is then in existence; and

     (f) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date.

          If by 12:00 Noon (London time) on the third Business Day prior to the expiration of any Interest Period applicable to a Borrowing of Loans, any Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be applicable to such Loans as provided above, such Borrower shall be deemed to have elected to select a one month Interest Period for such U.S. Dollar Loans, Australian Dollar Loans, Sterling Loans or Euro Loans, as the case may be, in any such case effective as of the expiration date of such current Interest Period.

          2.10. Increased Costs, Illegality, etc. (a) In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent):

     (i) (x) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the respective Euro Rate and/or (y) the applicable Euro Rate for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan; or

     (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Loan because of (x) any change since the Effective Date in any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to: (1) a change in the basis of taxation of payments to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Effective Date affecting such Lender, the interbank eurodollar market or the position of such Lender in such market; or

     (iii) at any time, that the making or continuance of any Loan has been made (A) unlawful by any law or governmental rule, regulation or order, (B) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (C) impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the applicable eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i)) shall promptly give notice to the affected Borrowers and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders and the Facility Agent). Thereafter (w) in the case of clause (i) above, (A) in the event that U.S. Dollar Loans are so affected, U.S. Dollar Loans shall bear interest at the Base Rate until such time as the Administrative Agent notifies the Obligors’ Agent and the Lenders (with a copy to the Facility Agent) that the circumstances giving rise to such notice no longer exist, (B) in the event that Sterling Loans are so affected, the applicable Euro Rate shall be determined

on the basis provided in the proviso to the definition of Sterling Rate, (C) in the event that Euro Loans are so affected, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Euro LIBOR and (D) in the event that Australian Dollar Loans are so affected, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Australian Dollar Rate, (x) in the case of clause (ii) above, the Borrowers agree to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the respective Borrowers by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (y) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law.

          (b) At any time that any Loan is affected by the circumstances described in Section 2.10(a)(ii) , the affected Borrower may, and in the case of a Loan affected by the circumstances described in Section 2.10(a)(iii) , the affected Borrower shall, either (i) if the affected Loan is then being made initially, cancel such Borrowing by giving the Facility Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (ii) if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (A) in the case of a U.S. Dollar Loan, require the affected Lender to convert such U.S. Dollar Loan into a Loan (which conversion, in the case of the circumstance described in Section 2.10(a)(iii) , shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law) bearing interest at the Base Rate and (B) in the case of any Euro Rate Loan (other than a U.S. Dollar Loan), repay all outstanding Borrowings which include such affected Euro Rate Loans in full in accordance with the applicable requirements of Section 5.01 ; provided that (i) if the circumstances described in Section 2.10(a)(iii) apply to any Australian Dollar Loans, Sterling Loan or Euro Loan, the respective Borrower may, in lieu of taking the actions described above, maintain such outstanding Australian Dollar Loans, Sterling Loan or Euro Loan, as the case may be, in which case, (x) in the case of Sterling Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Sterling Rate (y) in the case of Euro Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Euro LIBOR and (z) in the case of Australian Dollar Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Australian Dollar Rate, as the case may be, unless the maintenance of such outstanding Australian Dollar Loans, Sterling Loan or Euro Loan, as the case may be, on such basis would not stop the conditions described in Section 2.10(a)(iii) from existing (in which case the actions described above, without giving effect to this proviso, shall be required to be taken) and (ii) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b) .

          (c) If any Lender determines that after the Effective Date the introduction of or any change in any Applicable Law concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitment hereunder or its obligations hereunder, then the

respective Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c) , will give prompt written notice thereof to the Borrowers, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrowers’ obligations to pay additional amounts pursuant to this Section 2.10(c) upon the subsequent receipt of such notice. For the avoidance of doubt, nothing in this Section 2.10(c) shall require any Borrower to pay to any Lender any amount for which such Lender is compensated by way of payment of Mandatory Costs.

          (d) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Australian Dollar Loans, Sterling Loans or Euro Loans or any category of liabilities which includes deposits by reference to which the interest rate on any Sterling Loan or Euro Loan is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the calculation of the interest rate applicable to such Australian Dollar Loans, Sterling Loans or Euro Loans or in Section 2.10(a)(ii) , such Lender shall promptly notify the Borrowers in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves in respect of such Australian Dollar Loans, Sterling Loans and/or Euro Loans (such written notice to provide in reasonable detail a computation of such additional amounts) and the respective Borrowers shall be obligated to pay to such Lender such specified amounts as additional interest at the time that such Borrower is otherwise required to pay interest in respect of such Australian Dollar Loans, Sterling Loans and Euro Loans or, if later, on written demand therefor by such Lender.

          2.11. Compensation . Each Borrower agrees to compensate each Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation), for all losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Loans but excluding loss of anticipated profits) which such Lender may sustain: (a) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of, or continuation from or into, Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Continuation (whether or not withdrawn by the respective Borrower or Borrowers or deemed withdrawn pursuant to Section 2.10(a) ); (b) if any prepayment or repayment (including any prepayment or repayment

made pursuant to Section 5.01 , Section 5.02 or as a result of an acceleration of the Loans pursuant to Section 11 ) or continuation of any of its Euro Rate Loans occurs on a date which is not the last day of an Interest Period or maturity date, as applicable, with respect thereto; (c) if any prepayment of any of its Loans is not made on any date specified in a notice of prepayment given by the respective Borrowers; or (d) as a consequence of (i) any other default by the respective Borrowers to repay Loans when required by the terms of this Agreement or any Note held by such Lender or (ii) any election made pursuant to Section 2.10(b) .

          2.12. Change of Lending Office . (a) Each Lender may at any time or from time to time designate, by written notice to the Administrative Agent (with a copy to the Facility Agent) to the extent not already reflected on Schedule 13.03 , one or more lending offices (which, for this purpose, may include Affiliates of the respective Lender) for the various Loans made, and Letters of Credit participated in, by such Lender (including, without limitation, by designating a separate lending office (or Affiliate) to act as such with respect to such Loans and Letter of Credit Outstandings; provided that, for designations made after the Effective Date, to the extent such designation shall result in increased costs under Section 2.10 , 3.06 or 5.04 in excess of those which would be charged in the absence of the designation of a different lending office (including a different Affiliate of the respective Lender), then the Borrowers shall not be obligated to pay such excess increased costs (although if such designation results in increased costs, the Borrowers shall be obligated to pay the costs which would have applied in the absence of such designation and any subsequent increased costs of the type described above resulting from changes after the date of the respective designation). Except as provided in the immediately preceding sentence, each lending office and Affiliate of any Lender designated as provided above shall, for all purposes of this Agreement, be treated in the same manner as the respective Lender (and shall be entitled to all indemnities and similar provisions in respect of its acting as such hereunder).

          (b) Each Lender agrees that on the occurrence of any event giving rise to the operation of Section 2.10(a)(ii) or (iii) , Section 2.10(c) , Section 3.06 or Section 5.04 with respect to such Lender, it will, if requested by the Obligors’ Agent, use reasonable efforts (subject to overall policy considerations of such Lender) to mitigate the effects of such event, including by designating another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 2.12(b) shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in Sections 2.10 , 3.06 and 5.04 .

          2.13. Replacement of Lenders . (a) (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii) or (iii) , Section 2.10(c) , Section 3.06 or Section 5.04 with respect to any Lender which results in such Lender charging to any Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) , the Obligors’ Agent shall have the right, in accordance with Section 13.04(b) , to replace such Lender (the “ Replaced Lender ”) with one or more other Eligible Transferees, none of whom shall constitute a

Defaulting Lender at the time of such replacement (collectively, the “ Replacement Lender ”) and each of which shall be reasonably acceptable to the Administrative Agent, Fronting Lender (unless such Person will not be a Participating Specified Foreign Currency Lender) and any Issuing Lender; provided that:

     (i) at the time of any replacement pursuant to this Section 2.13 , the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Borrowers) pursuant to which the Replacement Lender shall acquire the entire Commitment and all outstanding Loans and all participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (i) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender, (B) an amount equal to all Unpaid Drawings (if any) that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01 and (ii) each Issuing Lender an amount equal to such Replaced Lender’s Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Issuing Lender (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender; and

     (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.11 shall be paid in full to such Replaced Lender concurrently with such replacement) shall be paid in full to such Replaced Lender concurrently with such replacement.

          (b) Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13 , the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 . Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the relevant Borrowers, (x) the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under Sections 2.10 , 2.11 , 3.06 , 5.04 , 12.06 , 13.01 and 13.06 and any others expressly stated to survive as to such Replaced Lender and (y) the Percentages of the Lenders shall be automatically adjusted at such time to give effect to such replacement.

          (c) Notwithstanding the foregoing, if after a good faith effort in consultation with the Administrative Agent, the Obligor’s Agent is unable to procure a Replacement Lender

pursuant to this Section 2.13 for a Lender affected by the circumstances described in Section 2.10(a)(ii) , Section 2.10(c) , Section 3.06 and Section 5.04 , then the Obligor’s Agent shall have the right on giving not less than five (5) Business Days’ written notice to the Administrative Agent (which shall promptly so notify the applicable Replaced Lender) to prepay without premium or penalty to the Facility Agent for the account of such Lender all (but not in part only) of such Lender’s participation in the aggregate Advances then outstanding, together with accrued interest thereon and all other sums owing to such Lender hereunder and otherwise in accordance with and subject to the provisions of this Agreement; provided that such prepayment shall not relieve any applicable Borrower from its obligation to pay such additional interest that may be due or any other amount that is due and owing to such Replaced Lender under this Agreement as of the date of such payment. When such prepayments are made, the Commitment of such Lender shall be canceled and reduced to zero and no amount prepaid in connection therewith may be redrawn.

          2.14. Incremental Loan Commitments . (a) The Borrowers shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.14 , but without requiring the consent of the Administrative Agent (except as otherwise provided in this Section 2.14 ) or the Lenders, to request at any time and from time to time after the Effective Date (or, if later, after the satisfaction of any condition previously agreed to among the Agents and the Obligors’ Agent) and prior to the Maturity Date that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Commitment Agreement, make Loans and participate in Letters of Credit pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent and the Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.14 , such Lender shall not be obligated to fund any Loans in excess of its Commitment (if any) or participate in any Letters of Credit in excess of its Percentage, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14 , (ii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, each Issuing Lender and the Fronting Lender (unless such Person will not be a Participating Specified Foreign Currency Lender) (which consents shall not be unreasonably withheld) to provide an Incremental Commitment pursuant to this Section 2.14 , (iii) the aggregate amount of each request (and provision therefor) for Incremental Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.14 (including Persons who are Eligible Transferees and will become Lenders) of at least £5,000,000 (or such lesser amount that is acceptable to the Administrative Agent), (iv) the aggregate amount of all Incremental Commitments permitted to be provided pursuant to this Section 2.14 shall not exceed in the aggregate £28,000,000, (v) the Borrowers shall not increase the Commitment pursuant to this Section 2.14 more than 3 times, (vi) such Incremental Commitments shall have the same terms as the Commitments, (vii) all Loans incurred pursuant to an Incremental Commitment (and all interest, fees and other amounts

payable thereon) shall be Secured Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Documents, and guaranteed under the relevant Guaranties, on a pari passu basis with all other Loans secured by each relevant Security Document and guaranteed under the Guaranty, and (viii) each Lender (including any Person which is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Letters of Credit pursuant to Sections 2.01(c) and 3.04 , respectively, and make Loans as provided in Section 2.01(a) and such Loans shall constitute Loans for all purposes of this Agreement and the other applicable Credit Documents.

          (b) At the time of the provision of Incremental Commitments pursuant to this Section 2.14 , (I) each Borrower, each Guarantor, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “ Incremental Lender ”) shall execute and deliver to the Borrowers and the Administrative Agent an Incremental Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Commitment provided therein to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (i) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, (ii) all Incremental Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.14 shall have been satisfied and (iv) all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied) and (II) each Borrower, each Guarantor and the Security Agent and each Incremental Lender (as applicable) shall execute and deliver to the Administrative Agent and the Security Agent such additional Security Documents and/or amendments to the Security Documents which are necessary to ensure that all Loans incurred pursuant to the Incremental Commitments and any Additional Margin are secured by each relevant Security Document (the “ Incremental Security Documents ”). The Administrative Agent shall promptly notify each Lender and the Facility Agent as to the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule 1.01(a) shall be deemed modified to reflect the Incremental Commitments of such Incremental Lenders.

          (c) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the Total Commitment and each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Credit Document.

          (d) At the time of any provision of Incremental Commitments pursuant to this Section 2.14 , each Borrower shall, in coordination with the Administrative Agent, repay outstanding Loans of certain of the Lenders, and incur additional Loans from certain other Lenders (including the Incremental Lenders), in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Loans pro rata on the basis of their respective Commitments (after giving effect to any increase in the Total Commitment pursuant to this Section 2.14 ) and with the Borrowers being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing.

          2.15. Obligors’ Agent as Agent for Borrowers . Each Borrower hereby irrevocably appoints the Obligors’ Agent as its agent and attorney-in-fact for all purposes under this Agreement and each other Credit Document, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by the respective appointing Borrower that such appointment has been revoked. Each Borrower hereby irrevocably appoints and authorizes the Obligors’ Agent (i) to provide the Administrative Agent and/or the Facility Agent, as applicable, with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement or any other Credit Document and (ii) to take such action as the Obligors’ Agent deems appropriate on its behalf to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Credit Documents. It is understood that the handling of the Credit Account and the Collateral of the respective Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that the Lenders shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Credit Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the consolidated group. To induce the Administrative Agent, the Facility Agent, the Security Agent, the Co-Collateral Agents and the Lenders to do so, and in consideration thereof, each Borrower hereby agrees to indemnify the Administrative Agent, the Facility Agent, the Security Agent, each Co-Collateral Agent and each Lender and hold the Administrative Agent, the Facility Agent, the Security Agent, each Co-Collateral Agent and each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against the Administrative Agent, the Facility Agent, the Security Agent or any Lender by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Credit Account and Collateral of the Borrowers as provided in this Agreement or (b) the Administrative Agent’s, the Facility Agent’s, the Security Agent’s, the Co-Collateral Agents’ and the Lenders’ relying on any instructions of the Obligors’ Agent, or (c) any other action taken by the Lenders hereunder or under the other Credit Documents, except that the Borrowers will have no liability to any Lender, the Administrative Agent, the Facility Agent, the Security Agent or any Co-Collateral Agent with respect to any such liability, expense, loss, claim, damage or injury to the extent the same has been finally determined by a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of such Lender, the Administrative Agent, the Facility Agent, the Security Agent or such Co-Collateral Agent, as the case may be.

          SECTION 3. Letters of Credit .

          3.01. Letters of Credit . (a) (A) Subject to and upon the terms and conditions set forth herein (including, without limitation, the conditions set forth in Section 7 ), a Borrower may request that an Issuing Lender issue, at any time and from time to time on and after the Effective Date and prior to the 10 ^th day prior to the Maturity Date, for the account of the Borrowers and for the benefit of (x) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (y) sellers of goods to any Group Member, an irrevocable trade letter of

credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “ Letter of Credit ” and, collectively, the “ Letters of Credit ”) (although without limiting the nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more of the Borrowers, as the case may be, as the applicant or obligor therein and, at the direction of such respective Borrower(s), may be issued for the benefit of one or more Group Members). All Letters of Credit shall be issued on a sight basis only.

          (B) Schedule 3.01(a) contains a description of letters of credit that were issued pursuant to the Existing Credit Agreement and which remain outstanding on the Effective Date (and setting forth, with respect to each such letter of credit, (i) the name of the issuing lender, (ii) the letter of credit number, (iii) the name(s) of the account party or account parties, (iv) the stated amount, (v) the currency in which the letter of credit is denominated, (vi) the name of the beneficiary, (vii) the expiry date and (viii) whether such letter of credit constitutes a standby letter of credit or a trade letter of credit). Each such letter of credit, including any extension or renewal thereof in accordance with the terms thereof and hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “ Existing Letter of Credit ”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued on the Effective Date.

          (b) Subject to and upon the terms and conditions set forth herein (including, without limitation, the conditions set forth in Section 7 ), each Issuing Lender agrees that it will, at any time and from time to time on and after the Effective Date and prior to the 5 ^th day prior to the Maturity Date, following its receipt of the respective Letter of Credit Request, issue for, one or more Letters of Credit as are permitted to remain outstanding hereunder without giving rise to a Default or an Event of Default; provided that no Issuing Lender shall be under any obligation to issue any Letter of Credit of the types described above if at the time of such issuance:

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

     (ii) such Issuing Lender shall have received from any Borrower, any other Obligor or the Required Lenders prior to the issuance of such Letter of Credit notice of the type described in the second sentence of Section 3.03(b) .

          3.02. Maximum Letter of Credit Outstandings; Currencies Final Maturities . Notwithstanding anything to the contrary contained in this Agreement, (a) no Letter of Credit

shall be issued (or required to be issued) if the Stated Amount of such Letter of Credit, when added to the Letter of Credit Outstandings (for this purpose, using the Pounds Sterling Equivalent of all amounts denominated in a currency other than Pounds Sterling) (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed £35,000,000 (the “ Maximum Letter of Credit Amount ”), (b) no Letter of Credit shall be issued (or required to be issued) at any time when the Aggregate Exposure exceeds (or would after giving effect to such issuance exceed) the Total Commitment at such time, (c) the issuance of any Letter of Credit shall be subject to the conditions set forth in this Agreement (including, without limitation, the conditions set forth in Section 7 ), (d) each Letter of Credit shall be denominated in either U.S. Dollars, Australian Dollars, Pounds Sterling or Euros, (e) each standby Letter of Credit shall by its terms terminate on or before the earlier of (i) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Maturity Date) and (ii) five Business Days prior to the Maturity Date and (f) each trade Letter of Credit shall by its terms terminate on or before the earlier of (i) the date which occurs 180 days after the date of issuance thereof and (ii) five Business Days prior to the Maturity Date.

          3.03. Letter of Credit Requests; Minimum Stated Amount . (a) Whenever a Borrower desires that a Letter of Credit be issued, such Borrower shall give the Administrative Agent, the Facility Agent and the respective Issuing Lender at least (x) in the case of Letters of Credit denominated in Pounds Sterling, Euro and US Dollars, two Business Days’ (or such shorter period as is acceptable to such Issuing Lender) written notice thereof and (y) in the case of Letters of Credit denominated in Australian Dollars, four Business Days’ written notice thereof (including by way of facsimile). Each notice shall be in the form of Exhibit C , appropriately completed (each, a “ Letter of Credit Request ”).

          (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by such requesting Borrower to the Lenders that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.02 . Unless the respective Issuing Lender has received notice from any Borrower, any other Obligor or the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 6 or 7 are not then satisfied, or that the issuance of such Letter of Credit would violate Section 3.02 , then such Issuing Lender shall, subject to the terms and conditions of this Agreement, issue the requested Letter of Credit in accordance with such Issuing Lender’s usual and customary practices. Upon the issuance of or modification or amendment to any standby Letter of Credit, each Issuing Lender shall promptly notify the Borrower to be named as account party therein and the Administrative Agent and the Facility Agent, in writing of such issuance, modification or amendment and such notice shall be accompanied by a copy of such Letter of Credit or the respective modification or amendment thereto, as the case may be. Promptly after receipt of such notice the Administrative Agent shall notify the Participants, in writing, of such issuance, modification or amendment. On the first Business Day of each week, each Issuing Lender shall furnish the Facility Agent and the Administrative Agent with a written (including via facsimile) report of the daily aggregate outstandings of Letters of Credit issued by such Issuing Lender for the immediately preceding week. Notwithstanding anything to the contrary contained in this Agreement, in the event that one or more Lenders is a Defaulting Lender, no Issuing Lender shall be required to issue any Letter of Credit or increase or extend

any Letter of Credit unless such Issuing Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate such Issuing Lender’s risk with respect to the participation in Letters of Credit by the Defaulting Lender or Defaulting Lenders, including by cash collateralizing (in Pounds Sterling or the Pounds Sterling Equivalent thereof in the case of a Letter of Credit denominated in a currency other than U.S. Dollars) such Defaulting Lender’s or Defaulting Lenders’ Percentage of the Letter of Credit Outstandings (such arrangements, the “ Back-Stop Arrangements ”).

          (c) The initial Stated Amount of each Letter of Credit shall not be less than £100,000 (or, in the case of a Letter of Credit issued in a currency other than Pounds Sterling, the Pounds Sterling Equivalent thereof) or such lesser amount as is acceptable to the respective Issuing Lender.

          3.04. Letter of Credit Participations . (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Lender, and each such Lender (in its capacity under this Section 3.04 , a “ Participant ”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Percentages of the Lenders pursuant to Section 2.13 or 13.04(b) , it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Percentages of the assignor and assignee Lender, as the case may be.

          (b) In determining whether to pay under any Letter of Credit, no Issuing Lender shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit issued by it shall not create for such Issuing Lender any resulting liability to any Borrower, any other Obligor, any Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

          (c) In the event that an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrowers shall not have reimbursed such amount in full to such Issuing Lender pursuant to Section 3.05(a) , such Issuing Lender shall promptly notify the Facility Agent, which shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Lender the amount of such Participant’s Percentage of such unreimbursed payment in Pounds Sterling (or, in the case of any unreimbursed payment made in a currency other than Pounds Sterling, the Pounds Sterling Equivalent of such unreimbursed payment, as determined by the Issuing Lender on the date on which such unreimbursed payment was made by such Issuing Lender) in immediately available funds. If the Facility Agent so notifies, prior to 12:00 Noon (London time) on any Business Day,

any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to the respective Issuing Lender in Pounds Sterling (or, in the case of any unreimbursed payment made in a currency other than Pounds Sterling, the Pounds Sterling Equivalent thereof) such Participant’s Percentage of the amount of such payment on such Business Day in immediately available funds. If and to the extent such Participant shall not have so made its Percentage of the amount of such payment available to the respective Issuing Lender, such Participant agrees to pay to such Issuing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Lender at the overnight Federal Funds Rate (or, in the case of any unreimbursed payment made in a currency other than U.S. Dollars, at the respective Issuing Lender’s customary rate for interbank advances) for the first three days and at the interest rate applicable to U.S. Dollar Loans for each day thereafter. The failure of any Participant to make available to an Issuing Lender its Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Lender its Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Lender such other Participant’s Percentage of any such payment.

          (d) Whenever an Issuing Lender receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Lender shall pay to each such Participant which has paid its Percentage thereof, in U.S. Dollars (or, in the case of any unreimbursed payment made in a currency other than Pounds Sterling, the Pounds Sterling Equivalent thereof) and in same day funds, an amount equal to such Participant’s share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations.

          (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant.

          (f) The obligations of the Participants to make payments to each Issuing Lender with respect to Letters of Credit shall be irrevocable and not subject to any 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:

     (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

     (ii) the existence of any claim, setoff, defense or other right which any Group Member may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated

herein or any unrelated transactions (including any underlying transaction between any Group Member and the beneficiary named in any such Letter of Credit);

     (iii) any draft, certificate or any other document presented under any 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;

     (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

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

          3.05. Agreement to Repay Letter of Credit Drawings . (a) Each Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Facility Agent in Pounds Sterling (or, in the case of any unreimbursed payment made in a currency other than Pounds Sterling, the Pounds Sterling Equivalent of such payment or disbursement as determined by the respective Issuing Lender on the date of such payment or disbursement) in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it for the account of such Borrower, as the case may be (each such amount (or the Pounds Sterling Equivalent thereof, as the case may be), so paid until reimbursed by such Borrower, as the case may be, an “ Unpaid Drawing ”), not later than one Business Day following receipt by any such Borrower, as the case may be, of notice of such payment or disbursement ( provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.01(e) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (London time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by such Borrower, as the case may be, at a rate per annum equal to the applicable Euro Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for U.S. Dollar Loans; provided , however , to the extent such amounts are not reimbursed prior to 12:00 Noon (London time) on the third Business Day following the receipt by any such Borrower, as the case may be, of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.01(e) , interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by such Borrower, as the case may be, at a rate per annum equal to the applicable Euro Rate as in effect from time to time plus the Applicable Margin for U.S. Dollar Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrowers prompt written notice of each Drawing under any Letter of Credit issued by it for the account of such Borrower, as the case may be; provided that the failure to give any such notice shall in no way affect, impair or diminish the obligations of such Borrowers hereunder.

          (b) The obligations of such Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “ Drawing ”) (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 which any Group Member may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided , however , that no Borrower shall be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct, or gross negligence, faith on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

          (c) If any Lender becomes a Defaulting Lender at any time that any Letter of Credit is outstanding, such Borrowers shall enter into Back-Stop Arrangements with the relevant Issuing Lender or Issuing Lenders no later than two Business Days after the date such Lender becomes a Defaulting Lender.

          3.06. Increased Costs . If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (b) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein, then, upon the delivery of the certificate referred to below to the Borrowers by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), each Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06 , will give prompt written notice thereof to the Borrowers, which notice shall include a certificate submitted to the Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent and the Facility Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrowers.

          SECTION 4. Commitment Commission; Fees; Reductions of Commitment .

          4.01. Fees . (a) The Borrowers agree to pay to the Administrative Agent for distribution to each Non-Defaulting Lender a commitment commission (the “ Commitment Commission ”) for the period from and including the Effective Date to and including the Maturity Date (or such earlier date on which the Total Commitment has been terminated) computed at a rate per annum equal to Applicable Commitment Fee Percentage of the Unutilized Commitment of such Non-Defaulting Lender as in effect from time to time. Accrued Commitment Commission shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the date upon which the Total Commitment is terminated.

          (b) Each Borrower hereby agrees to pay to the Administrative Agent for distribution to each Lender (based on each such Lender’s respective Percentage) a fee in respect of each Letter of Credit issued for the account of such Borrower (the “ Letter of Credit Fee ”) for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to the Applicable Margin as in effect from time to time during such period with respect to Loans that are maintained as Eurodollar Loans on the daily Stated Amount of each such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the first day on or after the termination of the Total Commitment upon which no Letters of Credit remain outstanding.

          (c) Each Borrower agrees to pay to each Issuing Lender, for its own account, a facing fee in respect of each Letter of Credit issued by it (the “ Facing Fee ”) for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to 1/4 of 1% on the daily Stated Amount of such Letter of Credit, provided that in any event the minimum amount of Facing Fees payable in any twelve-month period for each Letter of Credit shall be not less than £500, it being agreed that, on the day of issuance of any Letter of Credit and on each anniversary thereof prior to the termination or expiration of such Letter of Credit, if £500 will exceed the amount of Facing Fees that will accrue with respect to such Letter of Credit for the immediately succeeding twelve-month period, the full £500 shall be payable on the date of issuance of such Letter of Credit and on each such anniversary thereof. Except as otherwise provided in the proviso to the immediately preceding sentence, accrued Facing Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Commitment upon which no Letters of Credit remain outstanding.

          (d) Each Borrower hereby agrees to pay to each Issuing Lender, for its own account, upon each payment under, issuance of, or amendment to, any Letter of Credit issued by it issued for the account of such Borrower, as the case may be, such amount as shall at the time of such event be the administrative charge and the reasonable expenses which such Issuing Lender is generally imposing in connection with such occurrence with respect to letters of credit.

          (e) The Borrowers agree to pay to each Agent such fees as may have been, or are hereafter, agreed to in writing from time to time by the Obligors and such Agent.

          4.02. Voluntary Termination of Unutilized Commitments . (a) Upon at least three Business Day’s prior written notice to the Administrative Agent at the Notice Office

(which notice the Administrative Agent shall promptly transmit to each of the Lenders and the Facility Agent), the Obligors’ Agent shall have the right, at any time or from time to time, without premium or penalty to terminate the Total Unutilized Commitment in whole, or reduce it in part, pursuant to this Section 4.02(a) , in an integral multiple of £1,000,000 in the case of partial reductions to the Total Unutilized Commitment; provided that each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender; provided , further , that a notice of termination of the Total Unutilized Commitment in whole delivered by the Obligors’ Agent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Obligors’ Agent (by notice to the Administrative Agent on or prior to the specified effective date).

          (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) , the Borrowers shall have the right, subject to obtaining the consents required by Section 13.12(b) , upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders and the Facility Agent), to terminate the entire Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11 ) are repaid concurrently with the effectiveness of such termination (at which time Schedule 1.01(a) shall be deemed modified to reflect such changed amounts) and such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, and at such time such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under Sections 2.10 , 2.11 , 3.06 , 5.04 , 12.06 , 13.01 and 13.06 and any others expressly stated to survive as to such repaid Lender.

          4.03. Mandatory Reduction of Commitments . (a) The Total Commitment (and the Commitment of each Lender) shall terminate in its entirety on October 30, 2009, unless the Effective Date has occurred on or prior to such date.

          (b) In addition to any other mandatory commitment reductions pursuant to this Section 4.03 , the Total Commitment (and the Commitment of each Lender) shall terminate in its entirety upon the Maturity Date.

          SECTION 5. Prepayments; Payments; Taxes .

          5.01. Voluntary Prepayments . (a) Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Facility Agent (with a copy to the Administrative Agent) prior to 12:00 Noon (London time) at the Notice Office at least three Business Days’ prior written notice of its intent to prepay Loans which notice shall specify the amount of such prepayment and the Types of Loans to be prepaid and the specific Borrowing or Borrowings pursuant to which such Loans were made, and which notice the Facility Agent shall promptly transmit to each of the Lenders (with a copy to the Administrative Agent), provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as

contemplated by Section 4.02(a) , then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02(a) ; (ii) each partial prepayment of Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least the Minimum Borrowing Amount applicable to the Type of Loans being repaid (or such lesser amount as is acceptable to the Administrative Agent); (iii) such Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, such Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period) and (iv) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided that at such Borrower’s election in connection with any prepayment of Loans pursuant to this Section 5.01(a) , such prepayment shall not, so long as no Default and no Event of Default then exists, be applied to any Loan of a Defaulting Lender unless and until the outstanding balance of the Loans of all Non-Defaulting Lenders equals such Non-Defaulting Lenders’ Percentage of such outstanding Loans.

          (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) , the Borrowers may, upon five Business Days’ prior written notice to the Facility Agent at the Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders (with a copy to the Administrative Agent)), repay all Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11 ) in accordance with, and subject to the requirements of Section 13.12(b) , so long as (i) in the case of the repayment of Loans of any Lender pursuant to this clause (b), (A) the Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (ii) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

          5.02. Mandatory Repayments; Cash Collateralization . (a) (i) On any day on which any one or more of the following conditions shall exist, the Borrowers shall repay the Loans and/or cash collateralize outstanding Letters of Credit (in Pounds Sterling or, to the extent any Letter of Credit is denominated in a currency other than Pounds Sterling, in the Pounds Sterling Equivalent thereof) pursuant to clause (ii) below in such amount as may be required to cause such conditions to cease to exist on such day:

     (x) the Aggregate Exposure at such time exceeds 100% of the Borrowing Base at such time;

     (y) the Aggregate Exposure at such time exceeds the Total Commitment at such time; and/or

     (z) the aggregate Letter of Credit Outstandings at such time exceeds the Maximum Letter of Credit Amount.

          For purposes of this Section 5.02(a)(i) , the Borrowing Base will be based upon the Borrowing Base Certificate most recently delivered less any reserves then in effect on the date of the calculation of the Aggregate Exposure. The Borrowing Base Certificate will not be the basis for determining the amount of the Aggregate Exposure. Such amounts shall be determined as of each day.

          In connection with any repayment and/or cash collateralization required pursuant to Section 5.02(a)(i) on any day, the Borrowers shall prepay the Loans in the following order:

     (i) in the case of a repayment and/or cash collateralization required pursuant to Section 5.02(a)(i)(x) on any day, the Borrowers shall repay on such day the principal of outstanding Loans in each case in such amount as may be required to cause the conditions giving rise to such mandatory repayment requirement to cease to exist on such day, and

     (ii) in the case of a repayment and/or cash collateralization required pursuant to Section 5.02(a)(i)(y) on any day, the Borrowers shall repay on such day the principal of outstanding Loans, in each case in such amount as may be required to cause the conditions giving rise to such mandatory repayment requirement to cease to exist on such day.

     (iii) If after giving effect to the prepayment of all Loans, the conditions set forth in Section 5.02(a)(i) continues to exist, the Borrowers shall pay to the Facility Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to 100% (or, if the Total Commitment has been terminated, 105%) of the amount of such excess, such cash and/or Cash Equivalents to be held as security for all Secured Obligations of the Borrowers to the Issuing Lenders and the Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent (and which cash and/or Cash Equivalents may, without limiting the Borrowers’ obligations in respect thereof, be paid to and applied by the Issuing Lenders and/or the Lenders in satisfaction of the Secured Obligations of the Borrowers to the Issuing Lenders and/or Lenders in respect of any Drawings made under any Letter of Credit iss