execution
copy


 


	




	
         


CREDIT AGREEMENT

         

        

        dated as of

        

        

         

        June 18, 2012

        

        

         

        among

        

        

         

        COACH, INC.

        

        The Foreign Subsidiary Borrowers Party Hereto

         

        

        The Lenders Party Hereto

        

        JPMORGAN CHASE BANK, N.A.

        as Administrative Agent

        

        HSBC BANK USA, NATIONAL ASSOCIATION

        as Syndication Agent

        

        and

         

        TD
        Bank, N.A.,

        U.S.
        Bank National Association

        and

        Wells
        Fargo Bank, National Association

        as Co-Documentation Agents

        

        

         

	 	
         

         
	 
	
        J.P. MORGAN SECURITIES LLC and HSBC BANK
        USA, NATIONAL ASSOCIATION

        as Joint Bookrunners and Joint Lead Arrangers

         

         

         

	 	 	 


 



    	 



    	 



    

Table Of Contents


 


 


	 	 	Page
	ARTICLE I Definitions	1
	Section 1.01.	Defined Terms	1
	Section 1.02.	Classification of Loans and Borrowings	23
	Section 1.03.	Terms Generally	23
	Section 1.04.	Accounting Terms; GAAP; Exchange Rates	23
	ARTICLE II The Credits	24
	Section 2.01.	Commitments	24
	Section 2.02.	Loans and Borrowings	24
	Section 2.03.	Requests for Revolving Borrowings	25
	Section 2.04.	Determination of Dollar Amounts	26
	Section 2.05.	Swingline Loans	26
	Section 2.06.	Letters of Credit	27
	Section 2.07.	Funding of Borrowings	32
	Section 2.08.	Interest Elections	32
	Section 2.09.	Termination and Reduction of Commitments	34
	Section 2.10.	Repayment of Loans; Evidence of Debt	34
	Section 2.11.	Prepayment of Loans	35
	Section 2.12.	Fees	36
	Section 2.13.	Interest	37
	Section 2.14.	Alternate Rate of Interest	37
	Section 2.15.	Increased Costs	38
	Section 2.16.	Break Funding Payments	39
	Section 2.17.	Taxes	40
	Section 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	43
	Section 2.19.	Mitigation Obligations; Replacement of Lenders	45
	Section 2.20.	Expansion Option	46
	Section 2.21.	[Intentionally Omitted]	47
	Section 2.22.	Judgment Currency	47
	Section 2.23.	Designation of Foreign Subsidiary Borrowers	47
	Section 2.24.	Defaulting Lenders	48
	Section 2.25.	Extension of Maturity Date	49
	ARTICLE III Representations and Warranties	51
	Section 3.01.	Organization; Powers; Subsidiaries	51
	Section 3.02.	Authorization; Enforceability	51
	Section 3.03.	Governmental Approvals; No Conflicts	51
	Section 3.04.	Financial Condition; No Material Adverse Change	52
	Section 3.05.	Properties	52
	Section 3.06.	Litigation	52
	Section 3.07.	Investment Company Status	52
	Section 3.08.	Taxes	52
	Section 3.09.	ERISA	52
	Section 3.10.	Disclosure	53
	Section 3.11.	Federal Reserve Regulations	53
	Section 3.12.	No Default	53



    	 



    	 



    

Table Of Contents

(continued)


 


Page


 


 


	 	 	Page
	Section 3.13.	OFAC	53
	ARTICLE IV Conditions	53
	Section 4.01.	Effective Date	53
	Section 4.02.	Each Credit Event	54
	Section 4.03.	Designation of a Foreign Subsidiary Borrower	54
	ARTICLE V Affirmative Covenants	55
	Section 5.01.	Financial Statements and Other Information	55
	Section 5.02.	Notices of Material Events	56
	Section 5.03.	Existence; Conduct of Business	57
	Section 5.04.	Payment of Obligations	57
	Section 5.05.	Maintenance of Properties; Insurance	57
	Section 5.06.	Books and Records; Inspection Rights	57
	Section 5.07.	Compliance with Laws and Material Contractual Obligations	58
	Section 5.08.	Use of Proceeds and Letters of Credit	58
	Section 5.09.	Subsidiary Guaranty	58
	ARTICLE VI Negative Covenants	58
	Section 6.01.	Indebtedness	58
	Section 6.02.	Liens	60
	Section 6.03.	Fundamental Changes and Asset Sales	61
	Section 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	62
	Section 6.05.	Transactions with Affiliates	63
	Section 6.06.	Restricted Payments	63
	Section 6.07.	Leverage Ratio	63
	ARTICLE VII Events of Default	63
	ARTICLE VIII The Administrative Agent	66
	ARTICLE IX Miscellaneous	68
	Section 9.01.	Notices	68
	Section 9.02.	Waivers; Amendments	69
	Section 9.03.	Expenses; Indemnity; Damage Waiver	70
	Section 9.04.	Successors and Assigns	72
	Section 9.05.	Survival	75
	Section 9.06.	Counterparts; Integration; Effectiveness	75
	Section 9.07.	Severability	75
	Section 9.08.	Right of Setoff	75
	Section 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	75
	Section 9.10.	WAIVER OF JURY TRIAL	77
	Section 9.11.	Headings	77
	Section 9.12.	Confidentiality	77



    	2



    	 



    

Table Of Contents

(continued)


 


Page


 


 


	 	 	Page
	Section 9.13.	USA PATRIOT Act	77
	Section 9.14.	Releases of Subsidiary Guarantors	78
	Section 9.15.	Interest Rate Limitation	78
	Section 9.16.	No Advisory or Fiduciary Responsibility	78
	ARTICLE X Company Guarantee	79
	Section 10.01.	Guarantee	79
	Section 10.02.	No Subrogation	79
	Section 10.03.	Amendments, etc. with respect to the Subsidiary Obligations	80
	Section 10.04.	Guarantee Absolute and Unconditional	80
	Section 10.05.	Reinstatement	81
	Section 10.06.	Payments	81



 


 



    	3



    	 



    



 


	SCHEDULES:	 	 
	Schedule 2.01	– Commitments	 
	Schedule 2.02	– Mandatory Cost	 
	Schedule 2.06	– Existing Letter of Credit	 
	Schedule 3.01	– Subsidiaries	 
	Schedule 3.05	– Properties	 
	Schedule 3.06	– Litigation	 
	Schedule 6.01	– Existing Indebtedness	 
	Schedule 6.02	– Existing Liens	 
	Schedule 6.04	– Existing Investments	 
	EXHIBITS:	 	 
	Exhibit A	– Form of Assignment and Assumption	 
	Exhibit B	– [Intentionally Omitted]	 
	Exhibit C	– Form of Increasing Lender Supplement	 
	Exhibit D	– Form of Augmenting Lender Supplement	 
	Exhibit E	– List of Closing Documents	 
	Exhibit F-1	– Form of Borrowing Subsidiary Agreement	 
	Exhibit F-2	– Form of Borrowing Subsidiary Termination	 
	Exhibit G	– Form of Subsidiary Guaranty	 
	Exhibit H-1	– Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)	 
	Exhibit H-2	– Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)	 
	Exhibit H-3	– Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)	 
	Exhibit H-4	– Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)	 


 



    	4



    	 



    




CREDIT AGREEMENT (this
“Agreement”) dated as of June 18, 2012 among COACH, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time
party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, HSBC BANK USA, NATIONAL
ASSOCIATION, as Syndication Agent and TD Bank, N.A., U.S.
Bank National Association and Wells Fargo Bank, National Association, as
Co-Documentation Agents.


 


The parties hereto agree
as follows:


 


ARTICLE
I



Definitions


 


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


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at
a rate determined by reference to the Alternate Base Rate.


 


“Adjusted LIBO
Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) equal to the sum of (i) (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate plus, without duplication (ii) in the case of Loans by a Lender from its or its
applicable Affiliate’s office or branch in the United Kingdom or any Participating Member State, the Mandatory Cost.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent
for the Lenders hereunder.


 


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


 


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


 


“Aggregate Commitment”
means the aggregate of the Commitments of all of the Lenders, as reduced or increased from time to time pursuant to the terms and
conditions hereof. As of the Effective Date, the Aggregate Commitment is $400,000,000.


 


“Agreed Currencies”
means (i) Dollars, (ii) euro, (iii) Pounds Sterling, (iv) Japanese Yen and (v) any other currency that is (x) a
lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars, (y) available
in the London interbank deposit market and (z) reasonably acceptable to the Administrative Agent and each of the Lenders.


 


“Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest
Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that,
for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on Reuters Screen LIBOR01 Page
(or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective
from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate,
respectively.


 






    	5



    	 



    
  


“Applicable
Percentage” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such Lender’s
Commitment; provided that, in the case of Section 2.24 when a Defaulting Lender shall exist, “Applicable Percentage”
shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting Lender’s Commitment) represented by such
Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based
upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting
Lender at the time of determination.


 


“Applicable
Rate” means, for any day, with respect to any Eurocurrency Revolving Loan or any ABR Revolving Loan or with respect to
the commitment fees payable hereunder or with respect to any Commercial Letter of Credit, as the case may be, the applicable rate
per annum set forth below under the caption “Eurocurrency Spread”, “ABR Spread”, “Commitment Fee
Rate” or “Commercial Letter of Credit Rate”, as the case may be, based upon the Leverage Ratio applicable on
such date:


 


	 	Leverage Ratio:	Eurocurrency Spread	ABR
 Spread	Commercial
 Letter of Credit Rate	Commitment
 Fee Rate
	
        Category 1:

         
	< 1.25 to 1.00	0.75%	0%	0.375%	0.075%
	Category 2:	> 1.25 to 1.00 but < 2.00 to 1.00	0.875%	0%	0.4375%	0.09%
	Category 3:	> 2.00 to 1.00 but < 2.75 to 1.00	1.00%	0%	0.50%	0.125%
	Category 4:	> 2.75 to 1.00 but < 3.50 to 1.00	1.125%	0.125%	0.5625%	0.15%
	
        Category 5:

         
	> 3.50 to 1.00	1.25%	0.25%	0.625%	0.175%


 


For purposes of the
foregoing,


 


(i) if at
any time the Company fails to deliver the Financials on or before the date the Financials are due pursuant to Section 5.01,
Category 5 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery
and ending on the date which is three (3) Business Days after the Financials are actually delivered, after which the Category
shall be determined in accordance with the table above as applicable;


 


(ii) adjustments,
if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received
the applicable Financials (it being understood and agreed that each change in Category shall apply during the period commencing
on the effective date of such change and ending on the date immediately preceding the effective date of the next such change);
and


 


(iii) notwithstanding
the foregoing, Category 2 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable Financials
for the Company’s first full fiscal quarter ending after the Effective Date (unless such Financials demonstrate that Category
3, 4 or 5 should have been applicable during such period, in which case such other Category shall be deemed to be applicable during
such period) and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.


 



    	2



    	 



    

 


 


 


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Augmenting
Lender” has the meaning assigned to such term in Section 2.20.


 


“Available Revolving
Commitment” means, at any time with respect to any Lender, the Commitment of such Lender then in effect minus the Revolving
Credit Exposure of such Lender at such time; it being understood and agreed that any Lender’s Swingline Exposure shall not
be deemed to be a component of the Revolving Credit Exposure for purposes of calculating the commitment fee under Section 2.12(a).


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and
the date of termination of the Commitments.


 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or
has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such
ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority
or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


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


 


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


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.


 


“Borrowing Request”
means a request by any Borrower for a Revolving Borrowing in accordance with Section 2.03.


 


“Borrowing Subsidiary
Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.


 


“Borrowing Subsidiary
Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit F-2.


 



    	3



    	 



    

 


 


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London interbank market
or the principal financial center of such Agreed Currency (and, if the Borrowings or LC Disbursements which are the subject of
a borrowing, drawing, payment, reimbursement or rate selection are denominated in euro, the term “Business Day”
shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in euro).


 


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and, for the purposes of this Agreement,
the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP;
provided that Capital Lease Obligations shall not include any obligations of any Person to pay rent or other amounts under
any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations
would be required to be classified and accounted for as an operating lease under GAAP as in effect on the Effective Date.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within
the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity
Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests
of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company
by Persons who were neither (i) nominated by the board of directors of the Company nor (ii) appointed by directors so
nominated; or (c) the Company ceases to own, directly or indirectly, and Control 100% (other than directors’ qualifying shares)
of the ordinary voting and economic power of any Foreign Subsidiary Borrower.


 


“Change in Law”
means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender
becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental
Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having
the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary,
(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives
thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements
and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans or Swingline Loans.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 



    	4



    	 



    

 


 


 


“Co-Documentation
Agent” means each of TD Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association in its
capacity as co-documentation agent for the credit facility evidenced by this Agreement.


 


“Commercial
Letter of Credit” means a commercial documentary letter of credit issued pursuant to this Agreement by any Issuing Bank
for the account of any Borrower for the purchase of goods in the ordinary course of business.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters
of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09,
(b) increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set
forth on Schedule 2.01, or in the Assignment and Assumption or other documentation contemplated hereby pursuant to
which such Lender shall have assumed its Commitment, as applicable.


 


“Company”
means Coach, Inc., a Maryland corporation.


 


“Computation
Date” is defined in Section 2.04.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consolidated
EBITDAR” means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected
as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense,
amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated
with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including,
but not limited to, goodwill) and organization costs, (e) any extraordinary or non-recurring non-cash expenses or losses (including
any noncash impairment of assets, and, whether or not otherwise includable as a separate item in the statement of such Consolidated
Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business and including non-cash
charges arising from the application of Statement of Financial Accounting Standards No. 142 (or the corresponding Accounting Standards
Codification Topic, as applicable), (f) non-cash expenses related to stock based compensation and (g) Consolidated Lease Expense
and minus, (x) to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest
income, (ii) any extraordinary or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course
of business) and (iii) income tax credits (to the extent not netted from income tax expense) and (y) any cash payments made during
such period in respect of items described in clauses (e) and (f) above subsequent to the fiscal quarter in which the relevant noncash
expenses or losses were reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated
basis in accordance with GAAP.


 


For the purposes of calculating
Consolidated EBITDAR for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant
to any determination of the Leverage Ratio, (i) if at any time during such Reference Period the Company or any Subsidiary shall
have made any Material Disposition, the Consolidated EBITDAR for such Reference Period shall be reduced by an amount equal to the
Consolidated EBITDAR (if positive) attributable to the property that is the subject of such Material Disposition for such Reference
Period or increased by an amount equal to the Consolidated EBITDAR (if negative) attributable thereto for such Reference Period,
and (ii) if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDAR
for such Reference Period shall be calculated after giving pro forma effect thereto (taking into account (A) such cost savings
as may be determined by the Company in a manner consistent with the evaluation performed by the Company in deciding to make such
Material Acquisition, as presented to the Company’s Board of Directors, provided that the Company may take into account such
cost savings only if it in good faith determines on the date of calculation that it is reasonable to expect that such cost savings
will be implemented within 120 days following the date of such Material Acquisition (or in the case of any calculation made subsequent
to such 120th day, that such cost savings have, in fact, been implemented) and (B) all transactions that are directly related to
such Material Acquisition and are entered into in connection and substantially contemporaneously therewith) as if such Material
Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition”
means any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets comprising all
or substantially all of a business or operating unit of a business, (ii) all or substantially all of the common stock or other
Equity Interests of a Person or (iii) in any case where clauses (i) and (ii) above are inapplicable, the rights of any licensee
(including by means of the termination of such licensee’s rights under such license) under a trademark license to such licensee
from the Company or any of its Affiliates (the “Acquired Rights”), and (b) involves the payment of consideration
by the Company and its Subsidiaries in excess of $50,000,000; “Material Disposition” means any Disposition of
property or series of related Dispositions of property that yields gross proceeds to the Company or any of its Subsidiaries in
excess of $50,000,000. In making any calculation pursuant to this paragraph with respect to a Material Acquisition of a Person,
business or rights for which quarterly financial statements are not available, the Company shall base such calculation on the financial
statements of such Person, business or rights for the then most recently completed period of twelve consecutive calendar months
for which such financial statements are available and shall deem the contribution of such Person, business or rights to Consolidated
EBITDAR for the period from the beginning of the applicable Reference Period to the date of such Material Acquisition to be equal
to the product of (x) the number of days in such period divided by 365 multiplied by (y) the amount of Consolidated EBITDAR of
such Person, business or rights for the twelve-month period referred to above (calculated on the basis set forth in this definition).
In making any calculation pursuant to this paragraph in connection with an acquisition of Acquired Rights to be followed by the
granting of a new license of such Acquired Rights (or any rights derivative therefrom), effect may be given to such grant of such
new license (as if it had occurred on the date of such acquisition) if, and only if, the Company in good faith determines on the
date of such calculation that it is reasonable to expect that such grant will be completed within 120 days following the date of
such acquisition (or in the case of any calculation made subsequent to such 120th day, that such grant has, in fact, been completed).


 



    	5



    	 



    

 


 


 


“Consolidated
Lease Expense” means, for any period, the aggregate amount of fixed and contingent rentals payable by the Company and
its Subsidiaries for such period with respect to leases of real and personal property, determined on a consolidated basis in accordance
with GAAP; provided that payments in respect of Capital Lease Obligations shall not constitute Consolidated Lease Expense.


 


“Consolidated
Net Income” means for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined
on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person
accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its
Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Company) in which the Company or any of
its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such
Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Company
to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted
by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.


 



    	6



    	 



    

 


 


 


“Consolidated
Net Worth” means as of any date of determination thereof, the excess of (a) the aggregate consolidated net book value
of the assets of the Company and its Subsidiaries after all appropriate adjustments in accordance with GAAP (including, without
limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) over (b) all of the aggregate liabilities
of the Company and its Subsidiaries, including all items which, in accordance with GAAP, would be included on the liability side
of the balance sheet (other than Equity Interests, treasury stock, capital surplus and retained earnings), in each case determined
on a consolidated basis (after eliminating all inter-company items) in accordance with GAAP; provided, however, that in
calculating Consolidated Net Worth the effects of the Statement of Financial Accounting Standards No. 142 (or the corresponding
Accounting Standards Codification Topic, as applicable) shall be disregarded.


 


“Consolidated
Total Indebtedness” means at any time, the aggregate Indebtedness of the Company and its Subsidiaries calculated on a
consolidated basis as of such time in accordance with GAAP; provided that Indebtedness incurred in connection with the ownership,
development, leasing, acquisition, construction or improvement of the headquarters of the Company located at Hudson Yards (the
“Corporate Headquarters”) shall be excluded from Consolidated Total Indebtedness to the extent
such Indebtedness is without recourse to the Company or any Subsidiary.


 


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


 


“Corporate Headquarters”
has the meaning assigned to such term in the definition of Consolidated Total Indebtedness.


 


“Credit Event”
means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


“Credit Party”
means the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender.


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded
or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline
Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)
above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and including the particular default, if any) has
not been satisfied, (b) has notified the Company or any Credit Party in writing, or has made a public statement to the effect,
that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public
statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically
identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally
under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after
request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender
that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations
in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory
to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.


 



    	7



    	 



    

 


 


 


“Disposition”
means with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition
thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.


 


“Dollar Amount”
of any currency at any date shall mean (i) the amount of such currency if such currency is Dollars or (ii) the equivalent
amount thereof in Dollars if such currency is a Foreign Currency, calculated on the basis of the Exchange Rate for such currency,
on or as of the most recent Computation Date provided for in Section 2.04.


 


“Dollars”
or “$” refers to lawful money of the United States of America.


 


“Domestic Foreign
Holdco Subsidiary” means a Domestic Subsidiary substantially all of the assets of which consist of the Equity Interests
of (and/or receivables or other amounts due from) one or more Foreign Subsidiaries that are “controlled foreign corporations”
within the meaning of Section 957 of the Code, so long as such Domestic Subsidiary (i) does not conduct any business or activities
other than the ownership of such Equity Interests and/or receivables and (ii) does not incur, and is not otherwise liable for,
any Indebtedness (other than intercompany indebtedness permitted pursuant to Section 6.01(c)).


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the United States of America.


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).


 


“Eligible Foreign
Subsidiary” means (i) any Foreign Subsidiary organized under the laws of Luxembourg and (ii) any other Foreign Subsidiary
that is approved from time to time by the Administrative Agent and the Lenders.


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation
or reclamation of natural resources, the management, release or threatened release of any Hazardous Material.


 


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


 


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


 



    	8



    	 



    

 


 


 


“Equivalent
Amount” of any currency with respect to any amount of Dollars at any date shall mean the equivalent in such currency
of such amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time,
on the date on or as of which such amount is to be determined.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,
is treated as a single employer under Section 414 of the Code.


 


“ERISA Event”
means (a) any Reportable Event; (b) a determination that any Plan is, or is expected to be, in “at risk” status (within
the meaning of Section 430 of the Code or Section 303 of ERISA); (c) the failure of any Loan Party or any ERISA Affiliate to make
by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to
satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such
Plan, whether or not waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (e) the receipt by any Loan Party or any ERISA Affiliate
from the PBGC of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan, or the
incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination
of any Plan, including but not limited to the imposition of any Lien in favor of the PBGC or any Plan; (f) the receipt by any Loan
Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate
of any notice, concerning the imposition of Withdrawal Liability or the incurrence by any Loan Party or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by any
Loan Party or any ERISA Affiliate of any determination that a Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization,
terminated (within the meaning of Section 4041A of ERISA), or in “endangered” or “critical” status (within
the meaning of Section 432 of the Code or Section 305 of ERISA); (h) the failure by any Loan Party or any of its ERISA Affiliates
to make when due any required contribution to a Multiemployer Plan pursuant to Sections 431 or 432 of the Code or any installment
payment with respect to Withdrawal Liability under Section 4201 of ERISA; or (i) any Foreign Plan Event.


 


“euro”
and/or “EUR” means the single currency of the Participating Member States.


 


“Eurocurrency”,
when used in reference to a currency means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such
Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.


 


“Eurocurrency
Payment Office” of the Administrative Agent shall mean, for each Foreign Currency, the office, branch, affiliate or correspondent
bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and
each Lender.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 



    	9



    	 



    

 


 


 


“Exchange Rate”
means, on any day, with respect to any Foreign Currency, the rate at which such Foreign Currency may be exchanged into Dollars,
as set forth at approximately 11:00 a.m., Local Time, on such date on the Reuters World Currency Page for such Foreign Currency.
In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate with respect to such Foreign
Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed
upon by the Administrative Agent and the Company or, in the absence of such an agreement, such Exchange Rate shall instead be calculated
on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such Foreign Currency
on the London market at 11:00 a.m., Local Time, on such date for the purchase of Dollars with such Foreign Currency, for delivery
two Business Days later; provided, that if at the time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent, after consultation with the Company, may use any reasonable method it deems appropriate to determine
such rate, and such determination shall be conclusive absent manifest error.


 


“Excluded Subsidiary”
means (i) any Domestic Subsidiary that is a subsidiary of a Foreign Subsidiary and (ii) any Domestic Foreign Holdco Subsidiary.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in
the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in
effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other
than pursuant to an assignment request by the Company under Section 2.19(b)) or (ii) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a
Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 2.17(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA.


 


“Existing Credit
Agreement” means the Credit Agreement dated as of July 26, 2007 by and among the Company, the lenders party thereto and
Bank of America, N.A., as administrative agent, as amended, restated supplemented or otherwise modified prior to the date hereof.


 


“Existing Letter
of Credit” means the Letter of Credit heretofore issued pursuant to the Existing Credit Agreement and described on Schedule
2.06.


 


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


 


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


 



    	10



    	 



    

 


 


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or assistant treasurer of the Company.


 


“Financials”
means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Company and its Subsidiaries
required to be delivered pursuant to Section 5.01(a) or 5.01(b).


 


“Fiscal Quarter”
means with respect to the Company and its Subsidiaries, and with respect to any Fiscal Year, (a) each of the quarterly periods
ending 13 calendar weeks, 26 calendar weeks, 39 calendar weeks and 52 or 53 calendar weeks, as the case may be, after the end of
the prior Fiscal Year or (b) such other quarterly periods as the Company shall adopt after giving prior written notice thereof
to the Lenders.


 


“Fiscal Year”
means with respect to the Company and its Subsidiaries, (a) the 52- or 53-week annual period, as the case may be, ending on the
Saturday nearest to June 30 of each calendar year or (b) such other fiscal year as the Company shall adopt with the prior written
consent of the Required Lenders (which consent shall not be unreasonably withheld). Any designation of a particular Fiscal Year
by reference to a calendar year shall mean the Fiscal Year ending during such calendar year.


 


“Foreign Currencies”
means Agreed Currencies other than Dollars.


 


“Foreign Currency
LC Exposure” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and unexpired amount
of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC
Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.


 


“Foreign Currency
Letter of Credit” means a Letter of Credit denominated in a Foreign Currency.


 


“Foreign Lender”
means (a) if the applicable Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and
(b) if the applicable Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under
the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.


 


“Foreign Plan”
means any employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject
to United States law and is maintained or contributed to by any Loan Party or any ERISA Affiliate.


 


“Foreign Plan
Event” means, with respect to any Foreign Plan, (a) the failure to make or, if applicable, accrue in accordance with
normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign
Plan, (b) the failure to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required
to be registered, or (c) the failure of any Foreign Plan to comply with any material provisions of applicable law and regulations
or with the material terms of such Foreign Plan.


 


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


 


“Foreign Subsidiary
Borrower” means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.23
and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.


 



    	11



    	 



    

 


 


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


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


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. For purposes of all calculations provided for in this Agreement,
the amount of any Guarantee of any guarantor shall be deemed to be the lower of (x) an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Guarantee is made and (y) the maximum amount for which such guarantor
may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum
amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee shall
be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.


 


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


 


“Increasing
Lender” has the meaning assigned to such term in Section 2.20.


 


“Incremental
Term Loan” has the meaning assigned to such term in Section 2.20.


 


“Incremental
Term Loan Amendment” has the meaning assigned to such term in Section 2.20.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other
title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding accounts payable incurred in the ordinary course of business and any earnout
obligations or similar deferred or contingent purchase price obligations not overdue, which are being contested in good faith or
which do not appear as a liability on a balance sheet of such Person incurred in connection with any acquisition of property or
series of related acquisitions of property that constitutes (i) assets comprising all or substantially all of a business or operating
unit of a business, (ii) all or substantially all of the common stock or other Equity Interests of a Person or (iii) in any case
where clauses (i) and (ii) above are inapplicable, the Acquired Rights), (e) all Indebtedness of others secured by any Lien on
property owned or acquired by such Person (to the extent of such Person’s interest in such property), whether or not the
Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease
Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters
of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances
and (j) all payment and performance obligations of every kind, nature and description of such Person under or in connection with
Swap Agreements. 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. For purposes of all calculations provided for in this Agreement, there shall be disregarded any Guarantee
of any Person in respect of any Indebtedness of any other Person with which the accounts of such first Person are then required
to be consolidated in accordance with GAAP. For the avoidance of doubt, any amounts available and not drawn under the Commitments
shall be deemed not to be Indebtedness and “Indebtedness” shall not include the obligations of any Person to pay rent
or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination
thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as in effect on
the Effective Date.


 



    	12



    	 



    

 


 


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Information
Memorandum” means the Confidential Information Memorandum dated May 2012 relating to the Company and the Transactions.


 


“Insolvent”
means, with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section
4245 of ERISA.


 


“Interest Election
Request” means a request by the applicable Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08.


 


“Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September
and December and the Maturity Date, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period and the Maturity Date and (c) with respect to any Swingline Loan, the
day that such Loan is required to be repaid and the Maturity Date.


 


“Interest Period”
means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months (or, if acceptable to all Lenders, nine or twelve
months) thereafter, as the applicable Borrower (or the Company on behalf of the applicable Borrower) may elect; provided,
that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest
Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.


 



    	13



    	 



    

 


 


 


“Investment”
means, as applied to any Person, any direct or indirect purchase or other acquisition by such Person of Equity Interests or other
securities of, or any assets constituting a business unit of, any other Person, or any direct or indirect loan, advance or capital
contribution by such Person to any other Person. In computing the amount involved in any Investment at the time outstanding, (a)
undistributed earnings of, and unpaid interest accrued in respect of Indebtedness owing by, such other Person shall not be included,
(b) there shall not be deducted from the amounts invested in such other Person any amounts received as earnings (in the form of
dividends, interest or otherwise) on such Investment or as loans from such other Person and (c) unrealized increases or decreases
in value, or write-ups, write-downs or writeoffs, of Investments in such other Person shall be disregarded.


 


“IRS”
means the United States Internal Revenue Service.


 


“Issuing Bank”
means JPMorgan Chase Bank, N.A. and each other Lender designated by the Company as an “Issuing Bank” hereunder that
has agreed to such designation (and is reasonably acceptable to the Administrative Agent), each in its capacity as an issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i); provided that, solely
with respect to the Existing Letter of Credit, Bank of America, N.A. shall be deemed to be an Issuing Bank. Each Issuing Bank may,
in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the
term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.


 


“Japanese Yen”
means the lawful currency of Japan.


 


“LC Collateral
Account” has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means a payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus
(b) the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at
such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to
Section 2.20 or pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.


 


“Letter of Credit”
means any Commercial Letter of Credit or Standby Letter of Credit, including the Existing Letter of Credit.


 


“Leverage Ratio”
has the meaning assigned to such term in Section 6.07.


 


“LIBO Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period, the rate appearing on, in the case of Dollars, Reuters
Screen LIBOR01 Page and, in the case of any Foreign Currency, the appropriate page of such service which displays British Bankers
Association Interest Settlement Rates for deposits in such Foreign Currency (or, in each case, on any successor or substitute page
of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided
on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations
of interest rates applicable to deposits in the relevant Agreed Currency in the London interbank market) at approximately 11:00 a.m.,
London time, two (2) Business Days prior to (or, in the case of Loans denominated in Pounds Sterling, on the day of) the commencement
of such Interest Period, as the rate for deposits in the relevant Agreed Currency with a maturity comparable to such Interest Period.
In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect
to such Eurocurrency Borrowing for such Interest Period shall be the rate at which deposits in the relevant Agreed Currency in
an Equivalent Amount of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office
of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London
time, two (2) Business Days prior to (or, in the case of Loans denominated in Pounds Sterling, on the day of) the commencement
of such Interest Period.


 



    	14



    	 



    

 


 


 


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


 


“Loan Documents”
means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, the Subsidiary Guaranty, any
promissory notes issued pursuant to Section 2.10(e) and any Letter of Credit applications now or hereafter executed by or
on behalf of any Loan Party and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions
contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices,
exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to
this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.


 


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


 


“Loans”
means the loans made by the Lenders to the Borrowers pursuant to this Agreement.


 


“Local Time”
means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars and (ii) local
time in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local
time shall mean London, England time unless otherwise notified by the Administrative Agent).


 


“Luxembourg
Borrower Insolvency Event” shall mean, with respect to any Foreign Subsidiary Borrower organized under the law of Luxembourg,
(i) a situation of (cessation de paiements) and absence of access to credit (credit ébranlé)
within the meaning of Article 437 of the Luxembourg Commercial Code, (ii) insolvency proceedings (faillite) within
the meaning of Articles 437 ff. of the Luxembourg Commercial Code or any other insolvency proceedings pursuant to the Council Regulation
(EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings, (iii) controlled management (gestion contrôlée)
within the meaning of the grand ducal regulation of 24 May 1935 on controlled management, (iv) voluntary arrangement with creditors
(concordat préventif de faillite) within the meaning of the law of 14 April 1886 on arrangements to prevent insolvency,
as amended, (v) suspension of payments (sursis de paiement) within the meaning of Articles 593 ff. of the Luxembourg Commercial
Code, (vi) voluntary or compulsory winding-up pursuant to the law of 10 August 1915 on commercial companies, as amended or (vii)
the appointment of an ad hoc director (administrateur proviso ire) by a court in respect of such Foreign Subsidiary Borrower
or a substantial part of its assets.


 



    	15



    	 



    

 


 


 


“Luxembourg
Domiciliation Law” shall mean the Luxembourg law of May 31, 1999, as amended, regarding the domiciliation of companies.


 


“Mandatory Cost”
is described in Schedule 2.02.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, operations, property or financial condition of the Company
and the Subsidiaries taken as a whole or (b) the rights and remedies, taken as a whole, of the Administrative Agent and the Lenders
under the Loan Documents.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), of any one or more of the Company and its Subsidiaries in an aggregate
principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of
the obligations of the Company or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Swap Agreement were
terminated at such time.


 


“Maturity Date”
means June 16, 2017, as extended pursuant to Section 2.25.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Company and its Subsidiaries to any of the Lenders, the Administrative Agent, any Issuing
Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect,
joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or to the Lenders or
any of their Affiliates in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters
of Credit or other instruments at any time evidencing any thereof.


 


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


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 



    	16



    	 



    

 


 


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


“Overnight Foreign
Currency Rate” means, for any amount payable in a Foreign Currency, the rate of interest per annum as determined by the
Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due remains unpaid for
more than three (3) Business Days, then for such other period of time as the Administrative Agent may elect) for delivery
in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank
market upon request of such major banks for the relevant currency as determined above and in an amount comparable to the unpaid
principal amount of the related Credit Event, plus any taxes, levies, imposts, duties, deductions, charges or withholdings imposed
upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such relevant currency.


 


“Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Participant”
has the meaning assigned to such term in Section 9.04.


 


“Participant
Register” has the meaning assigned to such term in Section 9.04(c).


 


“Participating
Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency
in accordance with legislation of the European Union relating to economic and monetary union.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Permitted Acquisition”
means any acquisition (in one transaction or a series of related transactions) by the Company or any Subsidiary, on or after the
Effective Date (whether effected through a purchase of Equity Interests or assets or through a merger, consolidation or amalgamation),
of (i) another Person including the equity interest of any Person in which the Company or any Subsidiary owns an equity interest,
(ii) the assets constituting all or substantially all of a business or operating business unit of another Person or (iii) in any
case where clauses (i) and (ii) above are inapplicable, the rights of any licensee (including by means of the termination of such
license’s rights under such license) under a trademark license to such licensee from the Company or any of its Affiliates;
provided that (a) the assets so acquired or, as the case may be, the assets of the Person so acquired shall be in a Related
Line of Business, (b) no Default shall have occurred and be continuing at the time thereof or would result therefrom, (c) such
acquisition shall be effected in such manner so that the acquired Equity Interests, assets or rights are owned either by the Company
or a Subsidiary and, if effected by merger, consolidation or amalgamation, the continuing, surviving or resulting entity shall
be the Company or a Subsidiary, provided that, nothing in this clause shall be deemed to limit the ability of the Company or any
Subsidiary to grant to a different licensee any acquired license rights described in clause (iii) above (or any rights derivative
therefrom) and (d) the Company and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such acquisition,
with the covenant contained in Section 6.07 recomputed as at the last day of the most recently ended fiscal quarter of the Company
for which financial statements are available, as if such acquisition had occurred on the first day of each relevant period for
testing such compliance.


 



    	17



    	 



    

 


 


 


“Permitted Encumbrances”
means:


 


(a) Liens
imposed by law for taxes and duties, assessments, governmental charges or levies that are not yet due or are being contested in
compliance with Section 5.04;


 


(b) landlords,
carriers’, warehousemen’s, mechanics’, shippers’, materialmen’s, repairmen’s and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 45
days or are being contested in compliance with Section 5.04;


 


(c) pledges
and deposits made in connection with workers’ compensation, unemployment insurance, old age pensions and other social security
laws or regulations, and pledges and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;


 


(d) Liens,
pledges and deposits to secure the performance of tenders, bids, trade contracts, leases, public or statutory obligations, warranty
requirements, customs, surety and appeal bonds, bonds posted in connection with actions, suits or proceedings, performance and
bid bonds and other obligations of a like nature, in each case in the ordinary course of business;


 


(e) Liens
incurred in the ordinary course of business in connection with the sale, lease, transfer or other disposition of any credit card
receivables of the Company or any of its Subsidiaries;


 


(f) judgment,
attachment or other similar liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article
VII;


 


(g) easements,
zoning restrictions, restrictive covenants, encroachments, rights-of-way and similar encumbrances on real property imposed by law
or arising in the ordinary course of business that do not materially detract from the value of the affected property or interfere
with the ordinary conduct of business of the Company or any Subsidiary; and


 


(h) possessory
Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Permitted Investments;


 


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


 


“Permitted Investments”
means:


 


(a) direct
obligations of, or obligations the principal of and interest on which are directly and fully guaranteed or insured by, the United
States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United
States of America) or any Participating Member State;


 


(b) investments
in commercial paper having, at such date of acquisition, a credit rating of at least A-2 from S&P or P-2 from Moody’s;


 


(c) investments
in demand deposits, certificates of deposit, eurocurrency time deposits, banker’s acceptances and time deposits issued or
guaranteed by or placed with, and money market deposit accounts issued or offered by, any Lender or any commercial bank which has
a combined capital and surplus and undivided profits of not less than $100,000,000;


 



    	18



    	 



    

 


 


 


(d) repurchase
agreements with a term of not more than 180 days for securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above;


 


(e) securities
with maturities of three years or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States or by any political subdivision or taxing authority of any such state, commonwealth or territory or by any
foreign government, the securities of which state, commonwealth or territory, political subdivision, taxing authority or foreign
government (as the case may be) are rated, at such date of acquisition, at least A- by S&P or A3 by Moody’s;


 


(f) securities
with maturities of three years or less from the date of acquisition backed by standby letters of credit issued by any Lender or
any commercial bank satisfying the requirements of clause (c) of this definition;


 


(g) shares
of money market funds that (i) comply with the criteria set forth in (a) Securities and Exchange Commission Rule 2a-7 under the
Investment Company Act of 1940, as amended or (b) Securities and Exchange Commission Rule 3c-7 under the Investment Company Act
of 1940, as amended and (ii) have portfolio assets of at least (x) in the case of funds that invest exclusively in assets satisfying
the requirements of clause (a) of this definition, $250,000,000 and (y) in all other cases, $500,000,000;


 


(h) in the
case of investments by any Foreign Subsidiary, obligations of a credit quality and maturity comparable to that of the items referred
to in clauses (a) through (g) above that are available in local markets;


 


(i) corporate
debt obligations with a Moody’s rating of at least A3 or an S&P rating of at least A-, or their equivalent, as follows:
(i) corporate notes and bonds and (ii) medium term notes; and


 


(j) mutual
funds which invest primarily in the securities described in clauses (a) through (d) above.


 


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


 


“Plan”
means any employee pension benefit plan (within the meaning of Section 3(2) of ERISA, but not including any Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any
Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer”
(as defined in Section 3(5) of ERISA).


 


“Pounds Sterling”
means the lawful currency of the United Kingdom.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change
is publicly announced as being effective.


 


“Priority Indebtedness”
means (a) Indebtedness of the Company or any Subsidiary (other than that described in Section 6.01(e)) secured by any Lien on any
asset(s) of the Company or any Subsidiary and (b) Indebtedness of any Subsidiary which is not a Subsidiary Guarantor, in each case
owing to a Person other than the Company or any Subsidiary.


 



    	19



    	 



    

 


 


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.


 


“Register”
has the meaning assigned to such term in Section 9.04.


 


“Related Line
of Business” means: (a) any line of business in which the Company or any of its Subsidiaries is engaged as of, or immediately
prior to, the Effective Date, (b) any wholesale, retail or other distribution of products or services under any domestic or foreign
patent, trademark, service mark, trade name, copyright or license or (c) any similar, ancillary or related business and any business
which provides a service and/or supplies products in connection with any business described in clause (a) or (b) above.


 


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


 


“Reorganization”
means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.


 


“Reportable
Event” means any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder,
with respect to a Plan, other than those events as to which notice is waived pursuant to DOL Regulation Section 4043 as in effect
on the date hereof (no matter how such notice requirement may be changed in the future).


 


“Required Lenders”
means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time.


 


“Requirement
of Law” means, as to any Person, the Articles or Certificate of Incorporation and By-Laws, Articles or Certificate of
Formation and Operating Agreement, or Certificate of Partnership or partnership agreement or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject.


 


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


 


“Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Revolving Loans and its LC Exposure and Swingline Exposure at such time.


 


“Revolving Loan”
means a Loan made pursuant to Section 2.01.


 



    	20



    	 



    

 


 


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


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


 


“Significant
Subsidiary” means any Domestic Subsidiary that is a “Significant Subsidiary” as defined in Regulation S-X,
part 210.1-02 of Title 17 of the Code of Federal Regulations.


 


“Standby Letter
of Credit” means an irrevocable letter of credit issued pursuant to this Agreement by an Issuing Bank pursuant to which
such Issuing Bank agrees to make payments in an Agreed Currency for the account of any Borrower in respect of obligations of such
Borrower incurred pursuant to contracts made or performances undertaken or to be undertaken or like matters relating to contracts
to which the such Borrower is or proposes to become a party in the ordinary course of such Borrower’s business, including,
but not limited to, for insurance purposes and in connection with lease transactions.


 


“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal,
special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board,
the Financial Services Authority, the European Central Bank or other Governmental Authority for any category of deposits or liabilities
customarily used to fund loans in the applicable currency, expressed in the case of each such requirement as a decimal (other than
Mandatory Costs). Such reserve, liquid asset, fees or similar requirements shall, in the case of Dollar denominated Loans, include
those imposed pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid
asset, fee or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from
time to time to any Lender under any applicable law, rule or regulation, including Regulation D of the Board. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar
requirement.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, Controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
means any subsidiary of the Company.


 


“Subsidiary
Guarantor” means each Significant Subsidiary that is party to the Subsidiary Guaranty. The Subsidiary Guarantors on the
Effective Date are identified as such in Schedule 3.01 hereto. Notwithstanding the foregoing, no Domestic Foreign Holdco
Subsidiary shall be required to be a Subsidiary Guarantor.


 


“Subsidiary
Guaranty” means that certain Guarantee Agreement dated as of the Effective Date in the form of Exhibit G
(including any and all supplements thereto) and executed by each Subsidiary Guarantor party thereto, as amended, restated, supplemented
or otherwise modified from time to time.


 



    	21



    	 



    

 


 


 


“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option, cap or collar agreements or
similar agreement involving, or settled by reference to, one or more interest or exchange rates, currencies, commodities, equity
or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk
or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar
plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants
of the Company or the Subsidiaries shall be a Swap Agreement.


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.


 


“Swingline Lender”
means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder and its successors in such capacity.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05.


 


“Syndication
Agent” means HSBC Bank USA, National Association in its capacity as syndication agent for the credit facility evidenced
by this Agreement.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system
ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement)
for the settlement of payments in euro.


 


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


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing
of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” means any Loan Party and the Administrative Agent.


 



    	22



    	 



    

 


 


 


Section
1.02.Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g.,
a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”).
Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type
(e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving
Borrowing”).


 


Section
1.03.Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall
be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have
the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to all
statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force
of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities.
Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented
or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein),
(b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time
to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference
herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment
set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to
any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words
of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 


Section
1.04.Accounting Terms; GAAP; Exchange Rates. (a) Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time
to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation
of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards
Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result
or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined
therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting
Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar
result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness
shall at all times be valued at the full stated principal amount thereof.


 



    	23



    	 



    

 


 


 


(b) For purposes of (i)
determining the amount of Indebtedness incurred, outstanding or proposed to be incurred or outstanding under Section 6.01 (but
excluding, for the avoidance of doubt, any calculation of Consolidated Net Worth or Consolidated EBITDAR), (ii) determining the
amount of obligations secured by Liens incurred, outstanding or proposed to be incurred or outstanding under Section 6.02, or (iii)
determining the amount of Material Indebtedness, the net assets of a Person or judgments outstanding under paragraphs (f), (g),
(h), (i), (j) or (k) of Article VII, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies
other than dollars shall be translated into dollars at the Exchange Rate on the applicable date, provided that no Default shall
arise as a result of any limitation set forth in dollars in Section 6.01 or 6.02 being exceeded solely as a result of changes in
Exchange Rates from those rates applicable at the time or times Indebtedness or obligations secured by Liens were initially consummated
or acquired in reliance on the exceptions under such Sections.


 


ARTICLE
II



The Credits


 


Section
2.01.Commitments. Subject to the terms and conditions set forth herein, each
Lender agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in
an aggregate principal amount that will not result in (a) subject to Sections 2.04 and 2.11(b), the Dollar Amount of
such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) subject to Sections 2.04
and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment. Within the
foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving
Loans.


 


Section
2.02.Loans and Borrowings. (a) Each Revolving Loan (other than a Swingline
Loan) shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective
Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s
failure to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05.


 


(b)Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the relevant Borrower
may request in accordance herewith; provided that each ABR Loan shall only be made in Dollars. Each Swingline Loan shall
be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such
Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation
of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)At
the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $100,000 (or, if such Borrowing is denominated in (i) Japanese Yen, JPY10,000,000 or (ii) a Foreign
Currency other than Japanese Yen, 100,000 units of such currency) and not less than $1,000,000 (or, if such Borrowing is denominated
in (i) Japanese Yen, JPY100,000,000 or (ii) a Foreign Currency other than Japanese Yen, 1,000,000 units of such currency). At the
time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of
$100,000 and not less than $500,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal
to the entire unused balance of the Aggregate Commitment or that is required to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $500,000 and
not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of fifteen (15) Eurocurrency Revolving Borrowings outstanding.


 



    	24



    	 



    

 


 


 


(d)Notwithstanding
any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Maturity Date.


 


Section
2.03.Requests for Revolving Borrowings. To request a Revolving Borrowing, the
applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request
(a) by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed
by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of
such request) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days
(in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request
in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf) not later than four (4) Business
Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed
Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the
date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 11:00 a.m., New York City time,
on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative
Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i)the
aggregate amount of the requested Borrowing;


 


(ii)the
date of such Borrowing, which shall be a Business Day;


 


(iii)whether
such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(iv)in
the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be
a period contemplated by the definition of the term “Interest Period”; and


 


(v)the
location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.07.


 


If no election as to the Type of Revolving
Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Revolving Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the relevant
Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount
of such Lender’s Loan to be made as part of the requested Borrowing.


 



    	25



    	 



    

 


 


 


Section
2.04.Determination of Dollar Amounts. The Administrative Agent will determine
the Dollar Amount of:


 


(a)each
Eurocurrency Borrowing as of the date two (2) Business Days prior to the date of such Borrowing or, if applicable, the date
of conversion/continuation of any Borrowing as a Eurocurrency Borrowing,


 


(b)the
LC Exposure as of the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit, and


 


(c)all
outstanding Credit Events on and as of the last Business Day of each calendar quarter and, during the continuation of an Event
of Default, on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required
Lenders.


 


Each day upon or as of which the Administrative
Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is herein described as a
“Computation Date” with respect to each Credit Event for which a Dollar Amount is determined on or as of such day.


 


Section
2.05.Swingline Loans. (a) Subject to the terms and conditions set forth herein,
the Swingline Lender agrees to make Swingline Loans in Dollars to the Company from time to time during the Availability Period,
in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding $20,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate
Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay
and reborrow Swingline Loans.


 


(b)To
request a Swingline Loan, the Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopy),
not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative
Agent will promptly advise the Swingline Lender of any such notice received from the Company. The Swingline Lender shall make each
Swingline Loan available to the Company by means of a credit to the general deposit account of the Company with the Swingline Lender
(or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e),
by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.


 


(c)The
Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on
any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s
Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable
Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with
respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations
of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the
Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline
Lender. Any amounts received by the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative
Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests
may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative
Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.


 



    	26



    	 



    

 


 


 


Section
2.06.Letters of Credit. (a) General. Subject to the terms and conditions
set forth herein, any Borrower may request the issuance of Letters of Credit in the form of Commercial Letters of Credit or Standby
Letters of Credit denominated in Agreed Currencies for its own account, in a form reasonably acceptable to the relevant Issuing
Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted
by any Borrower to, or entered into by any Borrower with, the relevant Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.


 


(b)Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit by
electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter
of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed
Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the applicable Borrower also shall submit
a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit.
A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of
each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure solely in respect
of Standby Letters of Credit shall not exceed $125,000,000 and (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar
Amount of the total Revolving Credit Exposures shall not exceed the Aggregate Commitment.


 



    	27



    	 



    

 


 


 


(c)Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after
the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal
or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date. For the avoidance of doubt, if the Maturity
Date shall be extended pursuant to Section 2.25, “Maturity Date” as referenced in this clause (c) shall refer to the
Maturity Date as extended pursuant to Section 2.25; provided that, notwithstanding anything in this Agreement (including Section
2.25 hereof) or any other Loan Document to the contrary, the Maturity Date, as such term is used in reference to the Issuing Bank
or any Letter of Credit issued thereby, may not be extended without the prior written consent of the relevant Issuing Bank.


 


(d)Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the relevant Issuing Bank or the Lenders, the relevant Issuing Bank hereby grants to each Lender, and each
Lender hereby acquires from the relevant Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the
relevant Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed
by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required
to be refunded to any Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.


 


(e)Reimbursement.
If the relevant Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated
as of the date such Issuing Bank made such LC Disbursement (or if such Issuing Bank shall so elect in its sole discretion by notice
to the applicable Borrower, in such other Agreed Currency which was paid by such Issuing Bank pursuant to such LC Disbursement
in an amount equal to such LC Disbursement) not later than 12:00 noon, Local Time, on the date that such LC Disbursement is made,
if the applicable Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or,
if such notice has not been received by such Borrower prior to such time on such date, then not later than 12:00 noon, Local Time,
on the Business Day immediately following the day that such Borrower receives such notice, if such notice is not received prior
to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of $500,000, such
Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such
payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing or Swingline Loan
in Dollars in an amount equal to such LC Disbursement or (ii) to the extent such LC Disbursement was made in a Foreign Currency,
a Eurocurrency Revolving Borrowing in such Foreign Currency in an amount equal to such LC Disbursement and, in each case, to the
extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan, as applicable. If any Borrower fails to make such payment
when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from such Borrower
in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender
shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the applicable Borrower, in the same
manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts
so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from any Borrower pursuant
to this paragraph, the Administrative Agent shall distribute such payment to such Issuing Bank or, to the extent that Lenders have
made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests
may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the relevant Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall
not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement. If any Borrower’s reimbursement
of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing Bank or
any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required
to be made in Dollars, such Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative
Agent, the relevant Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in
Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such LC Disbursement
is made, of such LC Disbursement.


 



    	28



    	 



    

 


 


 


(f)Obligations
Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or
this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to
be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment
by the relevant Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with
the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff
against, any Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any
of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice
or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the control of the relevant Issuing
Bank; provided that the foregoing shall not be construed to excuse the relevant Issuing Bank from liability to a Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower
to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s failure to exercise
care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The
parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as
finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such
determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect
to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing
Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents
are not in strict compliance with the terms of such Letter of Credit.


 



    	29



    	 



    

 


 


 


(g)Disbursement
Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the applicable
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an
LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of
its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


(h)Interim
Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from
and including the date such LC Disbursement is made to but excluding the date that such Borrower reimburses such LC Disbursement,
at the rate per annum then applicable to ABR Revolving Loans (or in the case such LC Disbursement is denominated in a Foreign Currency,
at the Overnight Foreign Currency Rate for such Agreed Currency plus the then effective Applicable Rate with respect to Eurocurrency
Revolving Loans); provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the relevant
Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section
to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


(i)Replacement
of any Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the applicable Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of any Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees
accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any
such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit to be issued by such successor Issuing Bank thereafter and (ii) references herein to the
term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required
to issue additional Letters of Credit.


 


(j)Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that any Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, such
Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit
of the Lenders (the “LC Collateral Account”), an amount in cash equal to the Dollar Amount of the LC Exposure
as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable
to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that such Borrower is not late in reimbursing
shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements
and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect
to any Borrower described in clause (h) or (i) of Article VII. For the purposes of this paragraph, the Foreign Currency
LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered
to the applicable Borrower. Each Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required
by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of
the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option
and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the relevant Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing
greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If any Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied
as aforesaid) shall be returned to such Borrower within three (3) Business Days after all Events of Default have been cured
or waived.


 



    	30



    	 



    

 


 


 


(k)Issuing
Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall
report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day)
in respect of Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals,
all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such
Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension,
and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving
effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood
that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of
any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted
under this Agreement, (iii) on each Business Day on which such Issuing Bank pays any amount in respect of one or more drawings
under Letters of Credit, the date of such payment(s) and the amount of such payment(s), (iv) on any Business Day on which the Borrowers
fail to reimburse any Reimbursement Obligation required to be reimbursed to such Issuing Bank on such day, the date of such failure
and the amount and currency of such payment in respect of Letters of Credit and (v) on any other Business Day, such other information
as the Administrative Agent shall reasonably request.


 



    	31



    	 



    

 


 


 


(l)Existing
Letter of Credit. The Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder.


 


Section
2.07.Funding of Borrowings. (a) Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds (i) in the case of Loans denominated
in Dollars, by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders and (ii) in the case of each Loan denominated in a Foreign Currency, by 1:00 p.m., Local
Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency and at such Eurocurrency Payment
Office for such currency; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative
Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to
(x) an account of the Company maintained with the Administrative Agent in New York City or Chicago and designated by the Company
in the applicable Borrowing Request, in the case of Loans denominated in Dollars and (y) an account of such Borrower in the
relevant jurisdiction and designated by such Borrower in the applicable Borrowing Request, in the case of Loans denominated in
a Foreign Currency; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e) shall be remitted by the Administrative Agent to the relevant Issuing Bank.


 


(b)Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or, in the case
of an ABR Borrowing, prior to the proposed time of any Borrowing) that such Lender will not make available to the Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to
the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount
is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case
of Loans denominated in a Foreign Currency) or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans.
If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included
in such Borrowing.


 


Section
2.08.Interest Elections. (a) Each Revolving Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to convert such Borrowing to
a different Type or to continue such Borrowing and, in the case of a Eurocurrency Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline
Borrowings, which may not be converted or continued.


 


(b)To
make an election pursuant to this Section, a Borrower, or the Company on its behalf, shall notify the Administrative Agent of such
election (by telephone or irrevocable written notice in the case of a Borrowing denominated in Dollars or by irrevocable written
notice (via an Interest Election Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company
on its behalf) in the case of a Borrowing denominated in a Foreign Currency) by the time that a Borrowing Request would be required
under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made
on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by
the Administrative Agent and signed by the relevant Borrower, or the Company on its behalf. Notwithstanding any contrary provision
herein, this Section shall not be construed to permit any Borrower to (i) change the currency of any Borrowing, (ii) elect
an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to
a Borrowing of a Type not available under such Borrowing.


 



    	32



    	 



    

 


 


 


(c)Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)whether
the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


(iv)if
the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and Agreed Currency to be applicable thereto after giving
effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected
an Interest Period of one month’s duration.


 


(d)Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and
of such Lender’s portion of each resulting Borrowing.


 


(e)If
the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Revolving Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR Borrowing
and (ii) in the case of a Borrowing denominated in a Foreign Currency in respect of which the applicable Borrower shall have
failed to deliver an Interest Election Request prior to the third (3rd) Business Day preceding the end of such
Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest
Period of one month unless such Eurocurrency Borrowing is or was repaid in accordance with Section 2.11. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Revolving
Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency
Revolving Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto and (iii) unless repaid, each Eurocurrency Revolving Borrowing denominated in a Foreign Currency shall automatically
be continued as a Eurocurrency Borrowing with an Interest Period of one month.


 



    	33



    	 



    

 


 


 


Section
2.09.Termination and Reduction of Commitments. (a) Unless previously terminated,
the Commitments shall terminate on the Maturity Date.


 


(b)The
Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of
the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.11, the Dollar Amount of the sum of the Revolving Credit Exposures would exceed the Aggregate Commitment.


 


(c)The
Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that
a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or
prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall
be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.


 


Section
2.10.Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally
promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving
Loan made to such Borrower on the Maturity Date in the currency of such Loan and (ii) in the case of the Company, to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such
Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after
such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Company shall repay all
Swingline Loans then outstanding.


 


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


 


(c)The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class,
Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 



    	34



    	 



    

 


 


 


(d)The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower
to repay the Loans in accordance with the terms of this Agreement.


 


(e)Any
Lender may request, through the Administrative Agent, that Loans made by it to any Borrower be evidenced by a promissory note.
In such event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative
Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment
pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named
therein (or, if any such promissory note is a registered note, to such payee and its registered assigns).


 


Section
2.11.Prepayment of Loans.


 


(a)Any
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice
in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable
Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not
later than 11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars)
or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before
the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon,
New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and
the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice
of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance
of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent
required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any).


 


(b)If
at any time, (i) other than as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar
Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies,
as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or (ii) solely
as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving
Credit Exposures (so calculated) exceeds 105% of the Aggregate Commitment, the Borrowers shall in each case immediately repay Borrowings
or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable,
in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated)
to be less than or equal to the Aggregate Commitment.


 



    	35



    	 



    

 


 


 


Section
2.12.Fees. (a) The Company agrees to pay to the Administrative Agent for the
account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average Available Revolving Commitment
of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such
commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including
the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit
Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year
and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided
that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment
fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).


 


(b)The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to
its participations in Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest
rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure in respect
of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements in respect of Standby
Letters of Credit) during the period from and including the Effective Date to but excluding the later of the date on which such
Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure in respect of Standby Letters
of Credit, (ii) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations
in Commercial Letters of Credit, which shall accrue at the Applicable Rate applicable to Commercial Letters of Credit on the average
daily Dollar Amount of such Lender’s LC Exposure in respect of Commercial Letters of Credit (excluding any portion thereof
attributable to unreimbursed LC Disbursements in respect of Commercial Letters of Credit) during
the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment
terminates and the date on which such Lender ceases to have any LC Exposure in respect of Commercial Letters of Credit and (iii) to
the relevant Issuing Bank for its own account a fronting fee, which shall accrue at a rate per annum separately agreed upon by
the Company and such Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including
the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases
to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment,
cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing
on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which
the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand.
Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) Business Days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees
in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect
of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.


 



    	36



    	 



    

 


 


 


(c)The
Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Company and the Administrative Agent.


 


(d)All
fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12)
and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution,
in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


Section
2.13.Interest. (a) The Loans comprising each ABR Borrowing (including each
Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)The
Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 


(c)Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(d)Accrued
interest on each Revolving Loan shall be payable in arrears on each Interest Payment Date for such Revolving Loan and upon termination
of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan
prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Revolving Loan prior to
the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(e)All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a
year of 365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Pounds Sterling shall be computed
on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


Section
2.14.Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurocurrency Borrowing:


 



    	37



    	 



    

 


 


 


(a)the
Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or


 


(b)the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its
Loan) included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until
the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation
of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and, unless repaid, (A) in the case of a Eurocurrency
Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and (B) in the case of a Eurocurrency Borrowing
denominated in a Foreign Currency, such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period
applicable thereto and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing
shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign
Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect
only one Type of Borrowings, then the other Type of Borrowings shall be permitted.


 


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


 


(i)impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or any Issuing Bank;


 


(ii)impose
on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes or any
condition, cost or expense reflected in the Adjusted LIBO Rate) affecting this Agreement or Loans made by such Lender or any Letter
of Credit or participation therein; or


 


(iii)subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Loan or of maintaining its obligation
to make any such Loan (including, without limitation, pursuant to any conversion of any Borrowing denominated in an Agreed Currency
into a Borrowing denominated in any other Agreed Currency) or to increase the cost to such Lender, such Issuing Bank or such other
Recipient of participating in, issuing or maintaining any Letter of Credit (including, without limitation, pursuant to any conversion
of any Borrowing denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to reduce the
amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder, whether of principal,
interest or otherwise (including, without limitation, pursuant to any conversion of any Borrowing denominated in an Agreed Currency
into a Borrowing denominated in any other Agreed Currency), then, upon request of such Lender, such Issuing Bank or such other
Recipient, the applicable Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such
additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for
such additional costs incurred or reduction suffered.


 



    	38



    	 



    

 


 


 


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


 


(c)A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Company and shall be conclusive absent manifest error. The Company shall pay, or cause the other Borrowers to pay, such
Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after
receipt thereof.


 


(d)Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Company shall not
be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Company of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


Section
2.16.Break Funding Payments. In the event of (a) the payment of any principal
of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event
of Default or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurocurrency Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any
Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than
on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 2.19,
then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event.
Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any,
of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at
the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day
of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for
deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered
to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount
shown as due on any such certificate within ten (10) Business Days after receipt thereof.


 



    	39



    	 



    

 


 


 


Section
2.17.Taxes. (a) Payments Free of Taxes. Any and all payments by or on
account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes,
except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding
Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding
Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the
relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable
by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives
an amount equal to the sum it would have received had no such deduction or withholding been made. For the avoidance of doubt, the
Loan Parties will not be required to pay any additional amounts (or indemnification payments pursuant to paragraph (d) of this
Section 2.17) with respect to any U.S. federal income Taxes that are imposed on a gross basis on, or that are required to be withheld
or deducted from, a payment to any Recipient that would not have been imposed but for any Change in Law occurring after the date
on which such Recipient became a party to this agreement.


 


(b)Payment
of Other Taxes by the Borrowers. The relevant Borrower shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, Other Taxes.


 


(c)Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this
Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(d)Indemnification
by the Loan Parties. The Loan Parties shall indemnify each Recipient, within 10 days after demand therefor, for the full amount
of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section)
payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the relevant Borrower
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.


 


(e)Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register
and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this paragraph (e).


 



    	40



    	 



    

 


 


 


(f)Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested
by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers
or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the
Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)Without
limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person:


 


(A)any
Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or
the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding
tax;


 


(B)any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent),
whichever of the following is applicable;


 


(1) in the case of a Foreign
Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest
under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding
Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under
any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“business profits” or “other income” article of such tax treaty;



    	41



    	 



    

 


 


(2) executed originals of IRS
Form W-8ECI;


 


(3) in the case of a Foreign
Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially
in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section
881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of
the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax
Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or


 


(4) to the extent a Foreign Lender
is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax
Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more
direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide
a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;


 


(C)any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent),
executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.
Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law
to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)if
a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees
that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do
so.


 



    	42



    	 



    

 


 


 


(g)Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts
pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in
a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional
amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


(h)Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


(i)Issuing
Bank. For purposes of this Section 2.17, the term “Lender” includes each Issuing Bank.


 


(j)Luxembourg
Registration Duty. In order to not unnecessarily cause application of Luxembourg’s registration duty applicable to documents
in writing evidencing an obligation to pay, neither the Administrative Agent nor any Lender will take any action to file or register
this Agreement or any of the Loan Documents with applicable Luxembourg authorities which would cause such registration duty to
be payable unless the Administrative Agent reasonably deems such action necessary in connection with the protection of rights or
pursuit of remedies during the continuance of an Event of Default.


 


Section
2.18.Payments Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)Each
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of
LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments
denominated in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign Currency,
12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each
case on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time
on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business
Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable
Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at
its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Credit Event denominated in a Foreign Currency,
the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to an Issuing
Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and
9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated
in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt
thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period
of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign
Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the
type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or any Borrower
is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments
to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar
Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take
all risks of the imposition of any such currency control or exchange regulations.


 



    	43



    	 



    

 


 


 


(b)If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment
of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements
then due to such parties.


 


(c)[Intentionally
omitted].


 


(d)If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of
or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline
Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations
in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored
to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply
to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
and Swingline Loans to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which
the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against
such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of such Borrower in the amount of such participation.


 



    	44



    	 



    

 


 


 


(e)Unless
the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that such Borrower will not make such payment,
the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if such
Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the
case of Loans denominated in a Foreign Currency).


 


(f)If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b),
2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply
any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative
Agent, the Swingline Lender or the Issuing Banks to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and
application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above,
in any order as determined by the Administrative Agent in its discretion.


 


Section
2.19.Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests
compensation under Section 2.15, or if any Borrower is required to pay any Indemnified Taxes additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation
or assignment.


 


(b)If
(i) any Lender requests compensation under Section 2.15, (ii) any Borrower is required to pay any Indemnified Taxes
or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or
(iii) any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and obligations under the Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being
assigned, the relevant Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant
to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required
to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Company to require such assignment and delegation cease to apply.


 



    	45



    	 



    

 


 


 


Section
2.20.Expansion Option. The Company may from time to time elect to increase
the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each
case in minimum increments of $25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all
such Incremental Term Loans does not exceed $250,000,000. The Company may arrange for any such increase or tranche to be provided
by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans,
an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new
bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments,
or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each
Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent and (ii) (x) in the case of
an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit C
hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially
in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase or
any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.20.
Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the
date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative
Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of
any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date
of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of
Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate
to that effect dated such date and executed by a Financial Officer of the Company and (B) the Company shall be in compliance
(on a pro forma basis) with the covenant contained in Section 6.07 and (ii) the Administrative Agent shall have received
documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow
hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term
Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent
such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders,
as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such
other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage
of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed
to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing
to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the
applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.03).
The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of
all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be, unless waived by any applicable
Lender in its reasonable discretion, subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16
if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall
rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the latest Maturity Date
in effect on the date of incurrence of such Incremental Term Loans (but may have amortization prior to such date) and (c) shall
be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the
terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date in effect on the
date of incurrence of such Incremental Term Loans may provide for material additional or different financial or other covenants
or prepayment requirements applicable only during periods after the latest Maturity Date in effect on the date of incurrence of
such Incremental Term Loans and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental
Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”)
of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating
in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term
Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20.
Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender
to increase its Commitment hereunder, or provide Incremental Term Loans, at any time.


 



    	46



    	 



    

 


 


 


Section
2.21.[Intentionally Omitted].


 


Section
2.22.Judgment Currency. If for the purposes of obtaining judgment in any court
it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified
currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that
the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase
the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day
preceding that on which final, non-appealable judgment is given. The obligations of each Borrower in respect of any sum due to
any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency,
be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the
case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be)
may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount
of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case
may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation
and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss,
and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative
Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations
of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as
the case may be, agrees to remit such excess to such Borrower.


 


Section
2.23.Designation of Foreign Subsidiary Borrowers. The Company may at any time
and from time to time designate any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative
Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions
precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this
Agreement be a Foreign Subsidiary Borrower and a party to this Agreement until the Company shall have executed and delivered to
the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease
to be a Foreign Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary
Termination will become effective as to any Foreign Subsidiary Borrower at a time when any principal of or interest on any Loan
to such Borrower shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective
to terminate the right of such Foreign Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable
upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.


 



    	47



    	 



    

 


 


 


Section
2.24.Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is
a Defaulting Lender:


 


(a)fees
shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders
have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02);
provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver
or other modification requiring the consent of such Lender or each Lender affected thereby;


 


(c)if
any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Applicable Percentages but only to the extent the sum of all non-Defaulting Lenders’
Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of
all non-Defaulting Lenders’ Commitments;


 


(ii)if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within three
(3) Business Days following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second,
cash collateralize for the benefit of each Issuing Bank only, the Borrowers’ obligations corresponding to such Defaulting
Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with
the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;


 


(iii)if
the Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such
Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’
Applicable Percentages; and


 


(v)if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i)
or (ii) above, then, without prejudice to any rights or remedies of the relevant Issuing Bank or any other Lender hereunder,
all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be
payable to such Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 



    	48



    	 



    

 


 


 


(d)so
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the relevant
Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure
and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Company in accordance with Section 2.24(c), and participating interests in
any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders
in a manner consistent with Section 2.24(c)(i) (and such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy
Event with respect to a Parent of any Lender shall occur following the date hereof and for so long as such event shall continue
or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its funding
obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be
required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless
the Swingline Lender or the relevant Issuing Bank, as the case may be, shall have entered into arrangements with the Company or
such Lender, reasonably satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it
in respect of such Lender hereunder.


 


In the event that the
Administrative Agent, the Company, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders
shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par
such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary
in order for such Lender to hold such Loans in accordance with its Applicable Percentage.


 


Section
2.25.Extension of Maturity Date.


 


(a)Requests
for Extension. The Company may, by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than
60 days and not later than 30 days prior to each anniversary of the date of this Agreement (each such date, an “Extension
Date”), request that each Lender extend such Lender’s Maturity Date to the date that is one year after the Maturity
Date then in effect for such Lender (the “Existing Maturity Date”).


 


(b)Lender
Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent
given not later than the date that is 15 days after the date on which the Administrative Agent received the Company’s extension
request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such
extension (each Lender that determines to so extend its Maturity Date, an “Extending Lender”). Each Lender that
determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent
of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does
not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election
of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that
no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the Maturity Date.


 



    	49



    	 



    

 


 


 


(c)Notification
by Administrative Agent. The Administrative Agent shall notify the Company of each Lender’s determination under this
Section no later than the date that is 15 days prior to the applicable Extension Date (or, if such date is not a Business Day,
on the next preceding Business Day).


 


(d)Additional
Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date
for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in
place thereof, one or more banks, financial institutions or other entities (each, an “Additional Commitment Lender”)
approved by the Administrative Agent in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment
Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04,
with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender,
pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending
Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition
to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional
Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof
to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an
Extending Lender.


 


(e)[Intentionally
Omitted].


 


(f)Conditions
to Effectiveness of Extension. Notwithstanding the foregoing, (x) no more than two (2) extensions of the Maturity Date shall
be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.25 shall not be effective with respect
to any Lender unless:


 


(i)no
Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving
effect thereto;


 


(ii)the
representations and warranties of the Company set forth in this Agreement are true and correct in all material respects (or in
all respects if such representation is qualified by materiality or Material Adverse Effect) on and as of the applicable Extension
Date and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date); and


 


(iii)the
Administrative Agent shall have received a certificate from the Company signed by a Financial Officer of the Company certifying
the accuracy of the foregoing clauses (i) and (ii).


 


(g)Maturity
Date for Non-Extending Lenders. On each Extension Date, (i) to the extent of the Commitments and Loans of each Non-Extending
Lender not assigned to the Additional Commitment Lenders, the Commitment of each Non-Extending Lender shall automatically terminate
and (ii) the Company shall repay such Non-Extending Lender in accordance with Section 2.10 (and shall pay to such Non-Extending
Lender all of the other Obligations owing to it under the Credit Agreement) and after giving effect thereto shall prepay any Loans
outstanding on such date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep outstanding
Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date, and the Administrative
Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro
rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).


 



    	50



    	 



    

 


 


 


(h)Conflicting
Provisions. This Section shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.


 


ARTICLE
III



Representations and Warranties


 


Each Borrower represents
and warrants to the Lenders that:


 


Section
3.01.Organization; Powers; Subsidiaries. Each of the Company and its Significant
Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant
jurisdiction) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business
as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent such concept is applicable)
in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time)
identifies each Subsidiary, noting whether such Subsidiary is a Significant Subsidiary, the jurisdiction of its incorporation or
organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity
interests owned by the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying
shares as required by law), a description of each class issued and outstanding. With respect to any Foreign
Subsidiary Borrower organized under the laws of Luxembourg, (i) the “centre of main interests” (as that term is used
in the Council Regulation (EC) n°1346/2000 of May 29, 2000 on insolvency proceedings) of
such Foreign Subsidiary Borrower is in Luxembourg and (ii) such Foreign Subsidiary Borrower has no “establishment”
(as that term is used in the Council Regulation (EC) n°1346/2000 of May 29, 2000 on insolvency proceedings)
outside Luxembourg.


 


Section
3.02.Authorization; Enforceability. The Transactions are within each Loan Party’s
organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity
holders. Each Loan Document has been duly executed and delivered by each Loan Party which is a party thereto and constitutes a
legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, liquidation, reconstruction, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and except to the
extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before
which any proceeding therefor may be brought.


 


Section
3.03.Governmental Approvals; No Conflicts. The Transactions (a) do not require
any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have
been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws
or other organizational documents of the Company or any of its Subsidiaries or any order of any Governmental Authority, (c) will
not violate or result in a default under any indenture or any material agreement or other material instrument binding upon the
Company or any of its Subsidiaries or its assets and (d) will not result in the creation or imposition of any Lien on any asset
of the Company or any of its Subsidiaries.


 



    	51



    	 



    

 


 


 


Section
3.04.Financial Condition; No Material Adverse Change. (a) The Company has heretofore
furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of
and for the Fiscal Year ended July 2, 2011, reported on by Deloitte & Touche, LLP, independent public accountants, and (ii)
as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31, 2012, certified by its chief financial officer.
Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows
of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.


 


(b)Since
July 2, 2011, there has been no material adverse change in the business, operations, property or financial condition of the Company
and its Subsidiaries, taken as a whole.


 


Section
3.05.Properties. (a) Except as set forth on Schedule 3.05, each of the
Company and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to
the operation of its business, except for minor defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties for their intended purposes or such other defects as, in the aggregate, would
not reasonably be expected to result in a Material Adverse Effect.


 


(b)Each
of the Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Company and its Subsidiaries does not infringe upon the rights of
any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect.


 


Section
3.06.Litigation. Except as set forth on Schedule 3.06, there are no
actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the best knowledge of
any Borrower, threatened against or affecting the Company or any of its Subsidiaries (i) which would reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect (except for litigation disclosed prior to the Effective Date in reports
publicly filed by the Company under the Securities Exchange Act of 1934, as amended) or (ii) that involve this Agreement or the
Transactions.


 


Section
3.07.Investment Company Status. Neither the Company nor any of its Subsidiaries
an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.


 


Section
3.08.Taxes. Each of the Company and its Subsidiaries has timely filed or caused
to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Company or
such Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent
that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


Section
3.09.ERISA. (i) Except as would not reasonably be expected to result in a Material
Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans
and the regulations and published interpretations thereunder, and each Foreign Plan is in compliance with applicable non-United
States law and regulations thereunder, and (ii) no ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to
result in a Material Adverse Effect.


 



    	52



    	 



    

 


 


 


Section
3.10.Disclosure. All of the reports, financial statements and certificates
furnished by or on behalf of any Borrower to the Administrative Agent or any Lender in connection with the negotiation of this
Agreement or hereafter delivered hereunder or reports filed pursuant to the Securities Exchange Act of 1934, as amended (as modified
or supplemented by other information so furnished prior to the date on which this representation and warranty is made or deemed
made) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial
information, the Company and the other Borrowers represent only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.


 


Section
3.11.Federal Reserve Regulations. No part of the proceeds of any Loan have
been used or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of
the Board, including Regulations T, U and X.


 


Section
3.12.No Default. No Default or Event of Default has occurred and is continuing.


 


Section
3.13.OFAC. Neither the Company nor any of its Subsidiaries is currently subject
to any U.S. sanctions administered by the OFAC; and the Company and its Subsidiaries will not directly or indirectly use the proceeds
of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person,
for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC or for the
purpose of financing any activity that is prohibited as to U.S. Persons under U.S. sanctions administered by OFAC.


 


ARTICLE
IV



Conditions


 


Section
4.01.Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions
is satisfied (or waived in accordance with Section 9.02):


 


(a)The
Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this
Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include
telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments
and agreements as the Administrative Agent shall reasonably request in connection with the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as
Exhibit E.


 



    	53



    	 



    

 


 


 


(b)The
Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and
dated the Effective Date) of (i) Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Loan Parties, and (ii) Venable
LLP, special Maryland counsel for the Loan Parties, each in form and substance reasonably satisfactory to the Administrative Agent
and its counsel and covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative
Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.


 


(c)The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions
and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as
Exhibit E.


 


(d)The
Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President
or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of
Section 4.02.


 


(e)The
Administrative Agent shall have received evidence satisfactory to it that the credit facility evidenced by the Existing Credit
Agreement shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the
extent being so repaid with the initial Revolving Loans).


 


(f)The
Administrative Agent shall have received all fees and expenses and other amounts due and payable, and for which invoices have been
presented, on or prior to the Effective Date.


 


The Administrative Agent shall notify the
Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 


Section
4.02.Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction
of the following conditions:


 


(a)The
representations and warranties of the Borrowers set forth in this Agreement (other than, with respect to any Loan the proceeds
of which are being used to refinance maturing commercial paper issued by the Company, Sections 3.04(b) and 3.06) shall be true
and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of
Credit, as applicable.


 


(b)At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.


 


Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the
date thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 


Section
4.03.Designation of a Foreign Subsidiary Borrower. The designation of a Foreign
Subsidiary Borrower pursuant to Section 2.23 is subject to the condition precedent that the Company or such proposed Foreign
Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent:


 



    	54



    	 



    

 


 


 


(a)Copies,
certified by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant
Secretary, any officer of such Subsidiary), of its Board of Directors’ resolutions (and resolutions of other bodies, if any
are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents
to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of such Subsidiary;


 


(b)An
incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed
a Secretary or Assistant Secretary, any officer of such Subsidiary), which shall identify by name and title and bear the signature
of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the
other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders
shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary;


 


(c)Opinions
of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with
respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative
Agent and addressed to the Administrative Agent and the Lenders; and


 


(d)Any
promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the Administrative Agent.


 


ARTICLE
V



Affirmative Covenants


 


Until the Commitments
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Company
covenants and agrees with the Lenders that:


 


Section
5.01.Financial Statements and Other Information. The Company will furnish to
the Administrative Agent and each Lender through the Administrative Agent:


 


(a)within
ninety (90) days after the end of each Fiscal Year of the Company (or, if earlier, by the date that the Annual Report on Form 10-K
of the Company for such Fiscal Year would be required to be filed under the rules and regulations of the SEC, giving effect to
any automatic extension available thereunder for the filing of such form), its audited consolidated balance sheet and related statements
of income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous Fiscal Year, all reported on by Deloitte & Touche, LLP or other independent public accountants
of recognized national standing (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied;


 



    	55



    	 



    

 


 


 


(b)within
sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Company (or, if earlier,
by the date that the Quarterly Report on Form 10-Q of the Company for such Fiscal Quarter would be required to be filed under
the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form),
its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the end of and
for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures
for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all
certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of
operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the
Company (i) stating that he or she has obtained no knowledge that a Default has occurred (except as set forth in such certificate)
and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto,
(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.07 and (iii) stating
whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred
to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate;


 


(d)promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said
Commission, as the case may be; and


 


(e)promptly
following any request therefor, such other information regarding the financial condition of the Company or any Subsidiary as the
Administrative Agent may reasonably request.


 


Documents required to be delivered
pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic
Data Gathering and Retrieval System. Notwithstanding anything contained herein, in every instance the Company shall be required
to provide paper copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative
Agent.


 


Section
5.02.Notices of Material Events. The Company will furnish to the Administrative
Agent and each Lender prompt written notice of the following:


 


(a)the
occurrence of any Default;


 


(b)the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting
the Company or any Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse
Effect;


 



    	56



    	 



    

 


 


 


(c)the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected
to result in a Material Adverse Effect; and


 


(d)any
other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section
shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section
5.03.Existence; Conduct of Business. The Company will, and will cause each
of its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except,
in each case (other than the case of the foregoing requirements insofar as they relate to the legal existence of the Borrowers
and the Subsidiary Guarantors), to the extent that failure to do so would not reasonably be expected to result in a Material Adverse
Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03.


 


Section
5.04.Payment of Obligations. The Company will, and will cause each of its Subsidiaries
to, pay its Tax liabilities that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same
shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse
Effect.


 


Section
5.05.Maintenance of Properties; Insurance. Except where the failure to do so
would not reasonably be expected to result in a Material Adverse Effect, the Company will, and will cause each of its Subsidiaries
to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear
and tear excepted and except for surplus and obsolete properties, and (b) maintain, with financially sound and reputable insurance
companies, insurance on such of its property and in such amounts and against such risks as are customarily maintained by companies
engaged in the same or similar businesses operating in the same or similar locations.


 


Section
5.06.Books and Records; Inspection Rights. The Company will, and will cause
each of its Subsidiaries to, keep proper books of record and account in which entries in conformity in all material respects with
all applicable laws, rules and regulations of any Governmental Authority are made of all dealings and transactions in relation
to its business and activities. The Company will, and will cause each of its Subsidiaries to, on an annual basis at the request
of the Administrative Agent (or at any time after the occurrence and during the continuance of a Default), permit any representatives
designated by the Administrative Agent or any Lender (prior to the occurrence or continuation of a Default or an Event of Default,
at the Administrative Agent’s or such Lender’s expense, as applicable, unless otherwise agreed to by the Administrative
Agent or such Lender, as applicable, and the Company, and following the occurrence or continuation of a Default or an Event of
Default, at the Company’s expense), upon reasonable prior notice, to visit and inspect its properties, to examine and make
extracts from its books and records (other than materials protected by the attorney-client privilege and materials which the Company
or such Subsidiary, as applicable, may not disclose without violation of a confidentiality obligation binding upon it), and to
discuss its affairs, finances and condition with its officers and independent accountants, so long as afforded opportunity to be
present, all during reasonable business hours. It is understood that so long as no Event of Default has occurred and is continuing,
such visits and inspections shall be coordinated through the Administrative Agent.


 



    	57



    	 



    

 


 


 


Section
5.07.Compliance with Laws and Material Contractual Obligations. The Company
will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental Authority,
including the Luxembourg Domiciliation Law, applicable to it or its property, except where the failure to do so, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect and (ii) perform in all material
respects its obligations under material agreements to which it is a party, in each case except where the failure to do so, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


Section
5.08.Use of Proceeds and Letters of Credit. The proceeds of the Loans will
be used only to finance the working capital needs, capital expenditures, Permitted Acquisitions, Investments permitted under Section
6.04, Restricted Payments permitted under Section 6.06 and other general corporate purposes of the Company and its Subsidiaries.
No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of purchasing or carrying, or
to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in Regulation T,
U or X of the Board or for any other purpose that entails a violation of any such regulations. The Commercial Letters of Credit
shall be used solely to finance purchases of goods by the Company and its Subsidiaries in the ordinary course of their business,
and the Standby Letters of Credit shall be used solely for the purposes described in the definition of such term in Section 1.01.


 


Section
5.09.Subsidiary Guaranty. Each Domestic Subsidiary that becomes a Significant
Subsidiary (other than any Excluded Subsidiary) subsequent to the Effective Date shall promptly (and in any event within 60 days
of becoming a Significant Subsidiary) execute and deliver to the Administrative Agent (with a counterpart for each Lender) a supplement
to the Subsidiary Guaranty pursuant to which such Subsidiary shall become a party thereto as a Subsidiary Guarantor, together with
such other documents and legal opinions with respect thereto as the Administrative Agent shall reasonably request (which documents
and opinions shall be in form and substance reasonably satisfactory to the Administrative Agent).


 


ARTICLE
VI

Negative Covenants


 


Until the Commitments
have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Company covenants
and agrees with the Lenders that:


 


Section
6.01.Indebtedness. The Company will not, and will not permit any Subsidiary
to, create, incur, assume or permit to exist any Indebtedness, except:


 


(a)the
Obligations;


 


(b)Indebtedness
existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof or shorten the final maturity or weighted average life to maturity
thereof;


 


(c)Indebtedness
of the Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary;


 



    	58



    	 



    

 


 


 


(d)Guarantees
by (i) the Company of Indebtedness of any Subsidiary, (ii) any Subsidiary of Indebtedness of the Company or any other Subsidiary,
(iii) by the Company or any Subsidiary of Indebtedness incurred in connection with the ownership, development, leasing, acquisition,
construction or improvement of the Corporate Headquarters and (iv) the Company of Indebtedness of any joint venture; provided
that the aggregate amount of such Guarantees incurred pursuant to clause (iv) shall not exceed $100,000,000 in the aggregate;


 


(e)Indebtedness
of the Company or any Subsidiary incurred to finance or refinance the acquisition, ownership, development, construction, improvement
or leasing of any real property (including the Corporate Headquarters), fixed or capital assets, including Capital Lease Obligations,
and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof;
provided that such Indebtedness is incurred no more than 90 days prior to or within 90 days after such ownership, development,
leasing, acquisition or the completion of such construction or improvement;


 


(f)Indebtedness
acquired or assumed in Permitted Acquisitions and extensions, renewals and replacements of any such indebtedness that do not increase
the outstanding principal amount thereof or shorten the final maturity or weighted average life to maturity thereof or have different
obligors;


 


(g)Priority
Indebtedness (excluding any Indebtedness permitted by Sections 6.01(e) and (f)) in an aggregate principal amount at any one time
outstanding not to exceed 10% of the Company’s then Consolidated Net Worth;


 


(h)endorsements
for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of
business;


 


(i)Indebtedness
in respect of letters of credit in the ordinary course of business (other than Letters of Credit); 


 


(j)Indebtedness
under Swap Agreements not entered into for speculative purposes;


 


(k)unsecured
Indebtedness (excluding any Indebtedness permitted by Section 6.01(f)), not otherwise permitted by this Section, of any Borrower
or any Subsidiary Guarantor so long as on a pro forma basis after giving effect to the incurrence of such Indebtedness, the Leverage
Ratio is not greater than 4.00 to 1.00;


 


(l)Indebtedness
under any interest rate protection agreements or foreign exchange hedges (regardless of whether such hedging obligations are subject
to hedge accounting) incurred in the ordinary course of business and not for speculative purposes;


 


(m)Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or
liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary
course of business;


 


(n)Indebtedness
in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees, import and export
custom and duty guaranties and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees
or similar instruments related thereto, in each case provided in the ordinary course of business;


 



    	59



    	 



    

 


 


 


(o)(i)
contingent liabilities in respect of any indemnification, adjustment of purchase price, earn-out, non-compete, consulting, deferred
compensation and similar obligations of the Company and its Subsidiaries incurred in connection with Permitted Acquisitions and
(ii) Indebtedness incurred by the Company or its Subsidiaries in a Permitted Acquisition under agreements providing for earn-outs
or the adjustment of the purchase price or similar adjustments;


 


(p)Indebtedness
owed to any Person providing property, casualty or liability insurance to the Company or any of its Subsidiary, so long as such
Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such
insurance for the year in which such Indebtedness is incurred and such Indebtedness shall be outstanding only during such year;


 


(q)Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided that (i) such Indebtedness (other than credit or purchase cards) is extinguished
within three (3) Business Days of its incurrence and (ii) such Indebtedness in respect of credit or purchase cards is extinguished
within 90 days from its incurrence;


 


(r)Indebtedness
representing deferred compensation to employees of the Company and its Subsidiaries; and


 


(s)Indebtedness
incurred in connection with the acquisition of joint ventures in an aggregate amount not to exceed $100,000,000.


 


For purposes of this subsection 6.01, any
Person becoming a Subsidiary of the Company after the date of this Agreement shall be deemed to have incurred all of its then outstanding
Indebtedness at the time it becomes a Subsidiary, and any Indebtedness assumed by the Company or any of its Subsidiaries shall
be deemed to have been incurred on the date of assumption.


 


Section
6.02.Liens. The Company will not, and will not permit any Subsidiary to, create,
incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any thereof, except:


 


(a)Permitted
Encumbrances;


 


(b)Liens
existing on the Effective Date and set forth on Schedule 6.02;


 


(c)any
Lien on any property or asset of the Company or any Subsidiary securing Indebtedness permitted by Section 6.01(e) incurred to own,
develop, lease, acquire, construct or improve such property or asset;


 


(d)Liens
solely constituting the right of any other Person to a share of any licensing royalties (pursuant to a licensing agreement or other
related agreement entered into by the Company or any of its Subsidiaries with such Person in the ordinary course of the Company’s
or such Subsidiary’s business) otherwise payable to the Company or any of its Subsidiaries, provided that such right shall
have been conveyed to such Person for consideration received by the Company or such Subsidiary on an arm’s-length basis;


 



    	60



    	 



    

 


 


 


(e)Liens
arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases entered into by
the Company or any of its Subsidiaries in the ordinary course of business;


 


(f)Liens
securing Indebtedness described in clause (a) of the definition of Priority Indebtedness;


 


(g)Liens
securing Indebtedness permitted under Section 6.01(c);


 


(h)bankers’
liens and rights of setoff with respect to customary depository arrangements entered into in the ordinary course of business;


 


(i)Liens
attaching solely to cash earnest money or similar deposits in connection with any letter of intent or purchase agreement in connection
with a Permitted Acquisition;


 


(j)Liens
arising from precautionary Uniform Commercial Code financing statement filings with respect to consignments, provided that such
Liens extend solely to the assets subject to such consignments;


 


(k)Liens
securing interest rate or foreign exchange hedging obligations (regardless of whether such hedging obligations are subject to hedge
accounting), incurred in the ordinary course of business and not for speculative purposes;


 


(l)Liens,
if any, in respect of leases that have been, or should be, in accordance with GAAP as in effect on the date hereof, classified
as Capital Lease Obligations;


 


(m)Liens
pursuant to supply or consignment contracts or otherwise for the receipt of goods or services, encumbering only the goods covered
thereby, where the contracts are not overdue by more than 90 days or are being contested in good faith by appropriate proceedings
and for which reasonable reserves are being maintained; and


 


(n)extensions,
renewals and replacements of the Liens described above, so long as there is no increase in the Indebtedness or other amounts secured
thereby (other than amounts incurred to pay costs of renewal and replacement) and no additional property (other than accessions,
improvements, and replacements in respect of such property) is subject to such Lien.


 


Section
6.03.Fundamental Changes and Asset Sales. (a) The Company will not, and will
not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate
with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall
have occurred and be continuing, (i) any Subsidiary may merge into the Company in a transaction in which the Company is the surviving
corporation, (ii) any Subsidiary (including a Subsidiary Guarantor) may merge into any other Subsidiary in a transaction in which
the surviving entity is a Subsidiary (provided that, in the case of a merger of a Subsidiary that is not a Foreign Subsidiary
Borrower into a Foreign Subsidiary Borrower in which the surviving Subsidiary is not the Foreign Subsidiary Borrower, the surviving
Subsidiary shall execute and deliver to the Administrative Agent a Borrowing Subsidiary Agreement executed by such Subsidiary and
the Company and shall satisfy the other conditions precedent set forth in Section 4.03), and (iii) any Subsidiary (other than
a Foreign Subsidiary Borrower) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution
is in the best interests of the Company and its Subsidiaries and is not materially disadvantageous to the Lenders and except that
the Company or any Subsidiary may effect any acquisition permitted by Section 6.04 by means of a merger of the Person that is the
subject of such acquisition with the Company or any of its Subsidiaries (provided that, in the case of a merger with the Company,
the Company is the survivor).


 



    	61



    	 



    

 


 


 


(b)The
Company will not, nor will it permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of (in one transaction
or a series of transactions) all or substantially all of the assets of the Company and its Subsidiaries taken as a whole.


 


Section
6.04.Investments, Loans, Advances, Guarantees and Acquisitions. The Company
will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger or consolidation
with any Person that was not a wholly owned Subsidiary prior to such merger or consolidation) any capital stock, evidences of indebtedness
or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist
any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any
other Person constituting a business unit or the rights of any licensee under a trademark license to such licensee from the Company
or any of its Affiliates, except:


 


(a)Permitted
Investments;


 


(b)investments
by the Company or a Subsidiary in the capital stock of its Subsidiaries;


 


(c)loans
or advances made by the Company to, and Guarantees by the Company of obligations of, any Subsidiary, and loans or advances made
by any Subsidiary to, and Guarantees by any Subsidiary of obligations of, the Company or any other Subsidiary;


 


(d)Guarantees
constituting Indebtedness permitted by Section 6.01;


 


(e)advances
or loans made in the ordinary course of business to employees of the Company and its Subsidiaries;


 


(f)Investments
existing on the Effective Date not otherwise permitted under this Agreement and described in Schedule 6.04 hereto;


 


(g)Investments
received in connection with the bona fide settlement of any defaulted Indebtedness or other liability owed to the Company or any
Subsidiary;


 


(h)Permitted
Acquisitions; provided that if, as a result of a Permitted Acquisition, (i) a new Domestic Subsidiary shall be created and
such Domestic Subsidiary is a Significant Subsidiary or (ii) any then existing Domestic Subsidiary shall become a Significant Subsidiary,
in each case such Domestic Subsidiary shall thereafter become party to the Subsidiary Guaranty Agreement as a Subsidiary Guarantor
in accordance with Section 5.09;


 


(i)Swap
Agreements not entered into for speculative purposes;


 


(j)Investments
in connection with the ownership, development, leasing, acquisition, construction or improvement of the Corporate Headquarters;


 


(k)Investments
in joint ventures in an amount not to exceed $100,000,000 in the aggregate; and


 



    	62



    	 



    

 


 


 


(l)Investments,
in addition to Investments permitted under clauses (a) through (j) of this Section 6.04 made after the date hereof in an aggregate
amount not to exceed $500,000,000 in any Person or Persons.


 


Section
6.05.Transactions with Affiliates. The Company will not, and will not permit
any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire
any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the
ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could
be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and
its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.


 


Section
6.06.Restricted Payments. The Company will not, and will not permit any of
its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the
Company may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock,
(b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Company may make
Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of
the Company and its Subsidiaries and (d) the Company and its Subsidiaries may make any other Restricted Payment so long as
prior to making such Restricted Payment and after giving effect (including giving effect on a pro forma basis) thereto (i) no Default
or Event of Default has occurred and is continuing or would occur and (ii) the Company is in compliance with Section 6.07.


 


Section
6.07.Leverage Ratio. The Company will not permit the ratio (the “Leverage
Ratio”), determined as of the end of each of its Fiscal Quarters ending on and after June 30, 2012, of (i) Consolidated
Total Indebtedness plus 800% of Consolidated Lease Expense to (ii) Consolidated EBITDAR for the period of four (4) consecutive
Fiscal Quarters ending with the end of such Fiscal Quarter, all calculated for the Company and its Subsidiaries on a consolidated
basis, to be greater than 4.00 to 1.00.


 


ARTICLE
VII



Events of Default


 


If any of the following
events (“Events of Default”) shall occur:


 


(a)any
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)any
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a)
of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of five (5) Business Days;


 


(c)any
representation or warranty made or deemed made by or on behalf of any Borrower or any Subsidiary in or in connection with this
Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in
any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made
or deemed made;


 



    	63



    	 



    

 


 


 


(d)any
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect
to any Borrower’s existence), 5.08 or 5.09, in Article VI or in Article X;


 


(e)any
Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained
in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document,
and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent
to the Company (which notice will be given at the request of any Lender);


 


(f)the
Company or any Subsidiary shall fail to make any payment of principal or interest, regardless of amount, in respect of any Material
Indebtedness, when and as the same shall become due and payable beyond the period (without giving effect to any extensions, waivers,
amendments or other modifications of or to such period) of grace, if any, provided in the instrument or agreement under which such
Material Indebtedness was created, and, prior to any termination of Commitments or the acceleration of payment of Loans pursuant
to this Article VII, such failure is not waived in writing by the holders of such Material Indebtedness;


 


(g)any
event or condition occurs (after giving effect to any applicable grace periods and after giving effect to any extensions, waivers,
amendments or other modifications of any applicable provision or agreement) that results in any Material Indebtedness becoming
due prior to its scheduled maturity or that enables or permits the holder or holders of any Material Indebtedness or any trustee
or agent on its or their behalf to cause, with the giving of an acceleration or similar notice if required, any Material Indebtedness
to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided
that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness to the extent such Indebtedness is paid when due;


 


(h)an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Company or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Company or any Subsidiary or for a substantial part of
its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered; provided, however, that the occurrence of any of the events specified
in this paragraph (h) with respect to any Person other than the Company shall not be deemed to be an Event of Default unless (x)
the net assets of such Person, determined in accordance with GAAP, shall have exceeded $20,000,000 as of the date of the most recent
audited financial statements delivered to the Lenders pursuant to Section 5.01 or on the date of occurrence of any such event and/or
(y) the aggregate net assets of all Loan Parties and other Subsidiaries in respect of which any of the events specified in this
paragraph (h) and in paragraphs (i) and (j) of this Article VII shall have occurred shall have exceeded $50,000,000 as of the date
of the most recent audited financial statements delivered to the Lenders pursuant to Section 5.01 or on the date of occurrence
of any such event;


 


(i)(1)
the Company or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Company or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any action for the purpose of effecting any of the foregoing; provided, however, that the occurrence of any
of the events specified in this paragraph (i) with respect to any Person other than any Borrower shall not be deemed to be an Event
of Default unless (x) the net assets of such Person, determined in accordance with GAAP, shall have exceeded $20,000,000 as of
the date of the most recent audited financial statements delivered to the Lenders pursuant to Section 5.01 or on the date of occurrence
of any such event and/or (y) the aggregate net assets of all Loan Parties and other Subsidiaries in respect of which any of the
events specified in this paragraph (i) and in paragraphs (h) and (j) of this Article VII shall have occurred shall have exceeded
$50,000,000 as of the date of the most recent audited financial statements delivered to the Lenders pursuant to Section 5.01 or
on the date of occurrence of any such event or (2) a Luxembourg Borrower Insolvency Event shall occur;


 



    	64



    	 



    

 


 


 


(j)the
Company or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become
due; provided, however, that the occurrence of any of the events specified in this paragraph (j) with respect to any Person
other than any Borrower shall not be deemed to be an Event of Default unless (x) the net assets of such Person, determined in accordance
with GAAP, shall have exceeded $20,000,000 as of the date of the most recent audited financial statements delivered to the Lenders
pursuant to Section 5.01 or on the date of occurrence of any such event and/or (y) the aggregate net assets of all Loan Parties
and other Subsidiaries in respect of which any of the events specified in this paragraph (j) and in paragraphs (h) and (i) of this
Article VII shall have occurred shall have exceeded $50,000,000 as of the date of the most recent audited financial statements
delivered to the Lenders pursuant to Section 5.01 or on the date of occurrence of any such event;


 


(k)one
or more judgments for the payment of money in an aggregate amount (not paid or covered by insurance) in excess of $50,000,000 shall
be rendered against the Company, any Subsidiary or any combination thereof and (i) the same shall remain undischarged for a period
of 60 consecutive days from the entry thereof during which execution shall not be effectively stayed or bonded, or (ii) any action
shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Subsidiary to enforce any
such judgment;


 


(l)an
ERISA Event shall have occurred that, in the reasonable opinion of the Required Lenders, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;


 


(m)a
Change in Control shall occur; or


 


(n)any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or the Company or any Subsidiary shall challenge the enforceability of any Loan Document or shall assert in writing, or engage
in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise
is not valid, binding and enforceable in accordance with its terms);


 


then, and in every such event (other than
an event with respect to any Borrower described in clause (h) or (i) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and
thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in
whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable),
and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees
and other Obligations of the Borrowers accrued hereunder and under the other Loan Documents, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case
of any event with respect to any Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations
accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and
remedies provided to the Administrative Agent under the Loan Documents or at law or equity.


 



    	65



    	 



    

 


 


 


ARTICLE
VIII



The Administrative Agent


 


Each of the Lenders and
the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated
to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental
thereto.


 


The bank serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with Company or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent hereunder.


 


The Administrative Agent
shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly
set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by
the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross
negligence, bad faith or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV
or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.


 



    	66



    	 



    

 


 


 


The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


The Administrative Agent
may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.


 


Subject to the appointment
and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time
by giving thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Banks and the Company. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after
the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by
any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative
Agent.


 


Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder
or thereunder.


 


None of the Lenders,
if any, identified in this Agreement as a Syndication Agent or Co-Documentation Agent shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the
foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes
the same acknowledgments with respect to the relevant Lenders in their respective capacities as Syndication Agent or Co-Documentation
Agents, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph.


 



    	67



    	 



    

 


 


 


The Lenders are not partners
or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of
the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf
of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has
become due and payable pursuant to the terms of this Agreement.


 


ARTICLE
IX



Miscellaneous


 


Section
9.01.Notices. (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail
or sent by facsimile or telecopy, as follows:


 


(i)if
to any Borrower, to it c/o Coach, Inc., 516 West 34th Street, New York, New York 10001 Attention of Nancy Walsh,
Senior Vice President and Treasurer (Telecopy No. (212) 615-2121; Telephone No. (212) 629-2615), with a copy (in the
case of a notice of Default) to General Counsel (Telecopy No. (212) 615-2541; Telephone No. (212) 615-2002);


 


(ii)if
to the Administrative Agent, (A) in the case of Borrowings denominated in Dollars, to JPMorgan Chase Bank, N.A., 10 South
Dearborn Street, Chicago, Illinois 60603, Attention of Margaret Seweryn (Telecopy No. (888) 292-9533) and (B) in the
case of Borrowings denominated in Foreign Currencies, to J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention
of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360), and in each case with a copy to JPMorgan Chase
Bank, N.A., 277 Park Avenue, 22nd Floor, New York, New York 10172, Attention of James A. Knight (Telecopy No. (646)
534-3081);


 


(iii)if
to JPMorgan Chase Bank, N.A. in its capacity as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., Attention of GTS Client Servicing
(Telecopy No. (312) 288-8950);


 


(iv)if
to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., Attention of Margaret Seweryn (Telecopy No. (888) 292-9533);
and


 


(v)if
to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


(b)Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II
unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Company may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 



    	68



    	 



    

 


 


 


(c)Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.


 


Section
9.02.Waivers; Amendments. (a) No failure or delay by the Administrative Agent,
any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents
are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted
by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing
Bank may have had notice or knowledge of such Default at the time.


 


(b)Except
as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or as provided in Section 2.25 with respect
to the extension of the Maturity Date, neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and
the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase
the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each
Lender directly affected thereby, provided that (x) any amendment to the financial covenant definitions in this Agreement
shall not constitute a reduction in the rate of interest for purposes of this clause (ii) even if the effect of such amendment
would be to reduce the rate of interest on any Loan or any LC Disbursement or to reduce any fee payable hereunder and (y) that
only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of the Borrowers to pay interest
or fees at the applicable default rate set forth in Section 2.13(c), (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or
excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender
directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section
or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written
consent of each Lender (it being understood that, solely with the consent of the parties prescribed by Section 2.20 to be
parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders
on substantially the same basis as the Commitments and the Revolving Loans are included on the Effective Date), or (vi) release
the Company or all or substantially all of the Subsidiary Guarantors from their obligations under Article X or the Subsidiary
Guaranty without the written consent of each Lender; provided further that no such agreement shall amend, modify
or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without
the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be.


 



    	69



    	 



    

 


 


 


(c)Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of
the Required Lenders, the Administrative Agent and the Borrowers to each relevant Loan Document (x) to add one or more credit
facilities (in addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to
permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share
ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, Incremental Term Loans and the
accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in
any determination of the Required Lenders and Lenders.


 


(d)If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders
is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting
Lender”), then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company
and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all
obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b)
of Section 9.04, and (ii) each Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such
replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower
hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under
Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the
day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than
sold to the replacement Lender.


 


(e)Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrowers only, amend, modify or supplement
this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


Section
9.03.Expenses; Indemnity; Damage Waiver. (a) The Company shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of one primary counsel for the Administrative Agent and one local counsel in each applicable jurisdiction, in
connection with the syndication and distribution (including, without limitation, via the internet or through a service such as
Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges
and disbursements of one primary counsel and of any special and local counsel for the Administrative Agent and the Issuing Banks
and one additional counsel for all Lenders other than the Administrative Agent and additional counsel in light of actual or potential
conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of
its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection
with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.


 



    	70



    	 



    

 


 


 


(b)The
Company shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties
hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank
to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any
way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the
Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes
that represent losses, claims or damages arising from any non-Tax claim.


 


(c)To
the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or
the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative
Agent, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood
that the Company’s failure to pay any such amount shall not relieve the Company of any default in the payment thereof); provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such.


 


(d)To
the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee
(i) for any damages arising from the use by others of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.


 



    	71



    	 



    

 


 


 


(e)All
amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor.


 


Section
9.04.Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including
any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer
by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any
Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing
Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)(i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably withheld) of:


 


(A)the
Company; provided, further, that no consent of the Company shall be required for an assignment to a Lender, an Affiliate
of a Lender or, if an Event of Default has occurred and is continuing, any other assignee; and


 


(B)the
Administrative Agent.


 


(ii)Assignments
shall be subject to the following additional conditions:


 


(A)except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided
that no such consent of the Company shall be required if an Event of Default has occurred and is continuing;


 


(B)each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all
the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between
such Lenders; 


 



    	72



    	 



    

 


 


 


(D)the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information
about the Company and its affiliates and their Related Parties or their respective securities) will be made available and who may
receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and
state securities laws; and


 


(E)no
assignment shall be made to the Company or any of its Subsidiaries or Affiliates or to a natural person.


 


(iii)Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)The
Administrative Agent, acting for this purpose as an agent of each Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers,
the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Company, any Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.


 


(v)Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b)
of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein
in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required
to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall
have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until
such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 



    	73



    	 



    

 


 


 


(c)Any
Lender may, without the consent of any Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations
to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations; and (C) the Borrowers, the Administrative
Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso
to Section 9.02(b) that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits
of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f)
(it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender))
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section;
provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an
assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15
or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent
such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as though it were a Lender. Each
Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which
it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its
other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that
such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(d)Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 



    	74



    	 



    

 


 


 


Section
9.05.Survival. All covenants, agreements, representations and warranties made
by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant
to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless
of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit
is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan
or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter
of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16,
2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or
the termination of this Agreement or any other Loan Document or any provision hereof or thereof.


 


Section
9.06.Counterparts; Integration; Effectiveness. This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter
agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to
the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together,
bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.


 


Section
9.07.Severability. Any provision of any Loan Document held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity
of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section
9.08.Right of Setoff. If an Event of Default shall have occurred and be continuing,
each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency
denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account
of any Borrower or any Subsidiary Guarantor against any of and all of the Obligations held by such Lender, irrespective of whether
or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The rights
of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender
may have.


 


Section
9.09.Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement
shall be construed in accordance with and governed by the law of the State of New York.


 


(b)Each
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted
by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in
this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party
or its properties in the courts of any jurisdiction.


 



    	75



    	 



    

 


 


 


(c)Each
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.


 


(d)Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each
Foreign Subsidiary Borrower irrevocably designates and appoints the Company, as its authorized agent, to accept and acknowledge
on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in
Section 9.09(b) in any federal or New York State court sitting in New York City. The Company hereby represents, warrants and
confirms that the Company has agreed to accept such appointment (and any similar appointment by a Subsidiary Guarantor which is
a Foreign Subsidiary). Said designation and appointment shall be irrevocable by each such Foreign Subsidiary Borrower until all
Loans, all reimbursement obligations, interest thereon and all other amounts payable by such Foreign Subsidiary Borrower hereunder
and under the other Loan Documents shall have been paid in full in accordance with the provisions hereof and thereof and such Foreign
Subsidiary Borrower shall have been terminated as a Borrower hereunder pursuant to Section 2.23. Each Foreign Subsidiary Borrower
hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(b) in
any federal or New York State court sitting in New York City by service of process upon the Company as provided in this Section 9.09(d);
provided that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered or
certified air mail, postage prepaid, return receipt requested, to the Company and (if applicable to) such Foreign Subsidiary Borrower
at its address set forth in the Borrowing Subsidiary Agreement to which it is a party or to any other address of which such Foreign
Subsidiary Borrower shall have given written notice to the Administrative Agent (with a copy thereof to the Company). Each Foreign
Subsidiary Borrower irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service
in such manner and agrees that such service shall be deemed in every respect effective service of process upon such Foreign Subsidiary
Borrower in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid
and personal service upon and personal delivery to such Foreign Subsidiary Borrower. To the extent any Foreign Subsidiary Borrower
has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice,
attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), each Foreign Subsidiary Borrower
hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. Nothing in this Agreement or any
other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 



    	76



    	 



    

 


 


 


Section
9.10.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section
9.11.Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.


 


Section
9.12.Confidentiality. Each of the Administrative Agent, the Issuing Banks and
the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority,
including any self-regulatory authority, such as the National Association of Insurance Commissioners (provided that, except with
respect to any audit or examination by bank accountants or by any governmental bank regulatory authority exercising examination
or regulatory authority, each of the Administrative Agent, the Issuing Banks and the Lenders shall, to the extent practicable and
not prohibited by applicable law, use reasonable efforts to promptly notify the Company of such disclosure), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual
or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations,
(g) with the consent of the Company or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender
on a nonconfidential basis from a source other than the Company. For the purposes of this Section, “Information”
means all information received from the Company relating to the Company or its business, other than any such information that is
available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


 


Section
9.13.USA PATRIOT Act. Each Lender that is subject to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby
notifies each Loan Party that pursuant to the requirements of the Act, it is required to obtain, verify and record information
that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that
will allow such Lender to identify such Loan Party in accordance with the Act.


 



    	77



    	 



    

 


 


 


Section
9.14.Releases of Subsidiary Guarantors.


 


(a)A
Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of
any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided
that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent
shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent
shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.


 


(b)Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release
any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Subsidiary Guarantor is no longer a Significant
Subsidiary.


 


(c)At
such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under
the Loan Documents and the other Obligations (other than Obligations expressly stated to survive such payment and termination)
shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding,
the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary
Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.


 


Section
9.15.Interest Rate Limitation. Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate
(the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding
such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that
would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate
to the date of repayment, shall have been received by such Lender.


 


Section
9.16.No Advisory or Fiduciary Responsibility. In connection with all aspects
of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of
any other Loan Document), each Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement
provided by the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand,
and the Lenders and their Affiliates, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts,
the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders
and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any
other Person and (B) no Lender or any of its Affiliates has any obligation to such Borrower or any of its Affiliates with respect
to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the
other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of such Borrower and its Affiliates, and no Lender or any of its Affiliates has any
obligation to disclose any of such interests to such Borrower or its Affiliates.  To the fullest extent permitted by law,
each Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect
to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 



    	78



    	 



    

 


 


 


ARTICLE
X



Company Guarantee


 


Section
10.01.Guarantee. (a) The Company hereby unconditionally and irrevocably guarantees
to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and
assigns, the prompt and complete payment and performance by the Foreign Subsidiary Borrowers when due (whether at the stated maturity,
by acceleration or otherwise) of the Obligations of the Foreign Subsidiary Borrowers (the “Subsidiary Obligations”).


 


(b)The
Company agrees that the Subsidiary Obligations may at any time and from time to time exceed the amount of the liability of the
Company hereunder that would exist in the absence of this Article X without impairing this Guarantee or affecting the rights and
remedies of the Administrative Agent or any Lender hereunder.


 


(c)This
Guarantee shall remain in full force and effect until all the Subsidiary Obligations shall have been satisfied by payment in full
in immediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding
that from time to time during the term of this Guarantee the Foreign Subsidiary Borrowers may be free from any Subsidiary Obligations.


 


(d)No
payment made by any Borrower, any Subsidiary Guarantor, any other guarantor or any other Person or received or collected by the
Administrative Agent or any Lender from any Borrower, any Subsidiary Guarantor, any other guarantor or any other Person by virtue
of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or
in payment of the Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Company
hereunder which shall, notwithstanding any such payment (other than any payment made by the Company in respect of the Subsidiary
Obligations or any payment received or collected from the Company in respect of the Subsidiary Obligations), remain liable for
the Subsidiary Obligations until the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit
shall be outstanding and the Commitments are terminated.


 


Section
10.02.No Subrogation. Notwithstanding any payment made by the Company hereunder
or any set-off or application of funds of the Company by the Administrative Agent or any Lender, the Company shall not be entitled
to be subrogated to any of the rights of the Administrative Agent or any Lender against the Foreign Subsidiary Borrowers, any Subsidiary
Guarantor or any other guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or
any Lender for the payment of the Subsidiary Obligations nor shall the Company seek or be entitled to seek any contribution or
reimbursement from the Foreign Subsidiary Borrowers, any Subsidiary Guarantor or any other guarantor in respect of payments made
by the Company under this Guarantee, until all amounts owing to the Administrative Agent and the Lenders by the Foreign Subsidiary
Borrowers on account of the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be
outstanding and the Commitments are terminated. If any amount shall be paid to the Company on account of such subrogation rights
at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available funds, such amount
shall be held by the Company for the benefit of the Administrative Agent and the Lenders, and shall, forthwith upon receipt by
the Company, be turned over to the Administrative Agent in the exact form received by the Company (duly indorsed by the Company
to the Administrative Agent, if required), to be applied against the Subsidiary Obligations whether matured or unmatured, in such
order as the Administrative Agent may determine.


 



    	79



    	 



    

 


 


 


Section
10.03.Amendments, etc. with respect to the Subsidiary Obligations. The Company
shall remain obligated under this Guarantee notwithstanding that, without any reservation of rights against the Company and without
notice to or further assent by the Company, any demand for payment of any of the Subsidiary Obligations made by the Administrative
Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Subsidiary Obligations continued,
and the Subsidiary Obligations or the liability of any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this
Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated,
in whole or in part, in accordance with Section 9.02, as the Administrative Agent (or the Required Lenders or all Lenders, as the
case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by
the Administrative Agent or any Lender for the payment of the Subsidiary Obligations may be sold, exchanged, waived, surrendered
or released without affecting the Company’s obligations under this Article X. Neither the Administrative Agent nor any Lender
shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Subsidiary
Obligations or for this Guarantee.


 


Section
10.04.Guarantee Absolute and Unconditional. The Company waives any and all
notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by
the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Subsidiary Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon this Article X; and all dealings between the Company and any of the Subsidiary Guarantors, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated
in reliance upon this Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Foreign Subsidiary Borrowers or any of the Subsidiary Guarantors with respect to the Subsidiary Obligations.
The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee
of payment without regard to (a) the validity or enforceability of this Agreement, any of the Subsidiary Obligations or any other
collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which
may at any time be available to or be asserted by any Foreign Subsidiary Borrower or any other Person against the Administrative
Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or any Subsidiary
Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Foreign Subsidiary Borrowers
for the Subsidiary Obligations, or of the Company under this Article X, in bankruptcy or in any other instance. When making any
demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, the Administrative Agent or any Lender
may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have
against the Foreign Subsidiary Borrowers, any Subsidiary Guarantor or any other guarantor or any other Person or against any collateral
security or guarantee for the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative
Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Foreign
Subsidiary Borrower, any Subsidiary Guarantor, any other guarantor or any other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of any Foreign Subsidiary Borrower, any Subsidiary Guarantor,
any other guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Company
of any obligation or liability under this Article X, and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agent or any Lender against the Company under this Article X. For the purposes
hereof “demand” shall include the commencement and continuance of any legal proceedings.


 



    	80



    	 



    

 


 


 


Section
10.05.Reinstatement. This Article X shall continue to be effective, or shall
be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Subsidiary Obligations is rescinded
or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of any Borrower or any Subsidiary Guarantor, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, any Borrower or any Subsidiary Guarantor or any substantial part
of its property, or otherwise, all as though such payments had not been made.


 


Section
10.06.Payments. The Company hereby guarantees that payments hereunder will
be paid to the Administrative Agent without set-off or counterclaim in dollars or the applicable Agreed Currency in accordance
with Section 2.18.


 


[Signature Pages Follow]


 








    	81



    	 



    
 





IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first
above written.


 


COACH, INC.,

as the Company


 


By _______________________

Name:

Title:


 


JPMORGAN CHASE BANK, N.A., individually as a Lender,
as the Swingline Lender, as an Issuing Bank and as Administrative Agent


 


By _______________________

Name:

Title:


 


HSBC BANK USA, NATIONAL ASSOCIATION, individually as
a Lender and as Syndication Agent


 


By _______________________

Name:

Title:


 


[OTHER AGENTS AND LENDERS],




 






    	
82 Page to Credit Agreement
Coach, Inc.



    	 



    
 





SCHEDULE 2.01


 


COMMITMENTS


 


	LENDER	COMMITMENT
	JPMORGAN
    CHASE BANK, N.A.	$65,000,000.00
	HSBC BANK
    USA, NATIONAL ASSOCIATION	$65,000,000.00
	td bank,
    n.a.	$50,000,000.00
	U.S. Bank
    national association	$50,000,000.00
	wells
    fargo bank, national association	$50,000,000.00
	bank of
    america, n.a.	$30,000,000.00
	the northern
    trust company	$30,000,000.00
	pnc bank,
    national association	$30,000,000.00
	the bank
    of tokyo-mitsubishi ufJ, ltd.	$30,000,000.00
	AGGREGATE
    COMMITMENT	$400,000,000


 



    	 



    	 



    

SCHEDULE 2.02


 


MANDATORY COST


 


		1.	The Mandatory Cost is an addition to the interest rate to compensate
Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority
(or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European
Central Bank.



 


		2.	On the first day of each Interest Period (or as soon as possible thereafter)
the Administrative Agent shall calculate, as a percentage rate, a rate (the “Associated Costs Rate”) for each
Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a
weighted average of the Lenders’ Associated Costs Rates (weighted in proportion to the percentage participation of each Lender
in the relevant Loan) and will be expressed as a percentage rate per annum.



 


		3.	The Associated Costs Rate for any Lender lending from a Facility Office
in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will
be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed
as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum
reserve requirements of the European Central Bank in respect of loans made from that Facility Office.



 


		4.	The Associated Costs Rate for any Lender lending from a Facility Office
in the United Kingdom will be calculated by the Administrative Agent as follows:



 


		(a)	in relation to a Loan in Pounds Sterling:



 



per cent. per annum


 


		(b)	in relation to a Loan in any currency other than Pounds Sterling:



 



per cent. per annum.


 


Where:


 


		A	is the percentage of Eligible Liabilities (assuming these to be in excess
of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with
the Bank of England to comply with cash ratio requirements.



 


		B	is the percentage rate of interest (excluding the Applicable Rate and
the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Section 2.13(c)) payable
for the relevant Interest Period on the Loan.



 


		C	is the percentage (if any) of Eligible Liabilities which that Lender
is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.



 



    	 



    	 



    

 


 


 


		D	is the percentage rate per annum payable by the Bank of England to the
Administrative Agent on interest bearing Special Deposits.



 


		E	is designed to compensate Lenders for amounts payable under the Fees
Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Reference
Banks to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.



 


		5.	For the purposes of this Schedule:



 


		(a)	“Eligible Liabilities” and “Special Deposits”
have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate)
by the Bank of England;



 


		(b)	“Facility Office” means the office or offices notified
by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender (or, following that date, by not less
than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this
Agreement;



 


		(c)	“Fees Rules” means the rules on periodic fees contained
in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;



 


		(d)	“Fee Tariffs” means the fee tariffs specified in
the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to
the Fees Rules but taking into account any applicable discount rate);



 


		(e)	“Participating Member State” means any member state
of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European
Union relating to economic and monetary union;



 


		(f)	“Reference Banks” means, in relation to Mandatory
Cost, the principal London offices of JPMorgan Chase Bank, N.A.;



 


		(g)	“Tariff Base” has the meaning given to it in, and
will be calculated in accordance with, the Fees Rules; and



 


		(h)	“Unpaid Sum” means any sum due and payable but unpaid
by any Borrower under the Loan Documents.



 


		6.	In application of the above formulae, A, B, C and D will be included
in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained
by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.



 


		7.	If requested by the Administrative Agent, each Reference Bank shall,
as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge
payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial
year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that
Reference Bank.



 



    	2



    	 



    

 


 


 


		8.	Each Lender shall supply any information required by the Administrative
Agent for the purpose of calculating its Associated Costs Rate. In particular, but without limitation, each Lender shall supply
the following information on or prior to the date on which it becomes a Lender:



 


		(a)	the jurisdiction of its Facility Office; and



 


		(b)	any other information that the Administrative Agent may reasonably require
for such purpose.



 


Each Lender shall promptly notify the Administrative
Agent of any change to the information provided by it pursuant to this paragraph.


 


		9.	The percentages of each Lender for the purpose of A and C above and
the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Administrative Agent based upon
the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the
Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are
the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its
Facility Office.



 


		10.	The Administrative Agent shall have no liability to any person if such
determination results in an Associated Costs Rate which over or under compensates any Lender and shall be entitled to assume that
the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all
respects.



 


		11.	The Administrative Agent shall distribute the additional amounts received
as a result of the Mandatory Cost to the Lenders on the basis of the Associated Costs Rate for each Lender based on the information
provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.



 


		12.	Any determination by the Administrative Agent pursuant to this Schedule
in relation to a formula, the Mandatory Cost, an Associated Costs Rate or any amount payable to a Lender shall, in the absence
of manifest error, be conclusive and binding on all parties hereto.



 


		13.	The Administrative Agent may from time to time, after consultation with
the Company and the relevant Lenders, determine and notify to all parties hereto any amendments which are required to be made to
this Schedule 2.02 in order to comply with any change in law, regulation or any requirements from time to time imposed by
the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which
replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding
on all parties hereto.



 



    	3



    	 



    

SCHEDULE 2.06


 


Existing
letter of credit


 


 


 


	Legal Entity	LC Obligation Number	Maturity Date	Beneficiary	Amount
	Coach, Inc.	1260461	07/01/2012	Sara Lee Corporation	$7,626,474.00


 


 


 


 



    	 



    	 



    

SCHEDULE 3.01


 


SUBSIDIARES


 






		(1)	Significant Subsidiary as defined in the Credit Agreement



 



    	 



    	 



    

SCHEDULE 3.05


 


PROPERTIES






 


None.


 






    	2



    	 



    
 





 


 


SCHEDULE 3.06


 


LITIGATION






 


None.


 



    	3



    	 



    

SCHEDULE 6.01



EXISTING INDEBTNESS








 


		1.	Indebtedness in respect of that certain Development Agreement between the City of Jacksonville
and Coach, Inc. (as successor by merger to Coach Services, Inc.) dated as of October 10, 1994, in an aggregate principal amount
outstanding as of the Closing Date of not greater than $1,440,000







		2.	Other indebtedness is in the form of Letters of Credit listed below:









Bank of America Standby Letters
of Credit (Issued under existing $100MM Credit Facility)


 


	Standby LC#	Beneficiary	Explanation Date	Amount
	1260461	SARA LEE CORPORATION	7/1/12	$7,626,474
	 	 	 	 
	 	 	Total Standby L/C’s          	$7,626,474







 


		3.	516 West 34th Street, New York, NY Mortgage in an aggregate principal amount outstanding
as of the Closing Date of not greater than $22,000,000



 



    	4



    	 



    

SCHEDULE 6.02



EXISTING LIENS






 


Note - UCCs that were terminated or expired are not included
on this lien search chart.


 


	
Debtor	
Jurisdiction	Scope of

Search   	Type of

filing found	Secured

Party   	
Collateral	Original

File Date	Original

File Number	Amdt.

File Date	Amdt.

File Number
	Coach, Inc.	MD SOS	through 05/31/12	UCC-1	Pearland Town Center Limited Partnership/CBL & Associates Limited Partnership	Liens for rent, taxes, and other sums granted under law and equity	08/10/2009	181376628	 	 
	Coach, Inc.	MD SOS	through 05/31/12	UCC-1	Shared Technologies Inc.	Equipment	03/18/2010	181391253	 	 
	Coach, Inc.	MD SOS	A thru 05/31/12	UCC-1	United Rentals (North America), Inc.	Equipment	04/19/2010	181393440	 	 
	Coach, Inc.	MD SOS	through 05/31/12	UCC-1	US Bancorp	Equipment	10/15/2010	181406129	 	 
	Coach, Inc.	MD SOS	through 05/31/12	UCC-1	U.S. Bancorp Business Equipment Finance Group	Equipment	11/12/2010	181407973	 	 
	Coach, Inc.	MD SOS	through 05/31/12	UCC-1	U.S. Bancorp Business Equipment Finance Group	Equipment	02/14/2011	181413897	 	 
	Coach, Inc.	MD SOS	through 05/31/12	UCC-1	United Rentals (North America), Inc.	Equipment	11/16/2011	181433215	 	 
	Coach, Inc.	MD SOS	through 05/31/12	UCC-1	U.S. Bank Equipment Finance	Equipment	04/20/2012	181444344	 	 
	Coach, Inc.	NY County	through 05/21/12	State Tax Lien	State of New York	$24,384.14	03/24/2011	2814433-01	 	 
	Coach, Inc.	NY County	through 05/21/12	State Tax Lien	State of New York	$56,654.32	12/14/2011	2922435-01	 	 
	516West 34th Street LLC	DE SOS	through 05/15/12	UCC-1	Bear Stearns Commercial Mortgage, Inc.	Fixture filing	06/03/2003	31405730	 	 
	 	 	 	UCC-3 assignment	LaSalle Bank National Association	 	 	 	10/27/2003	32814096
	 	 	 	UCC-3 continuation	 	 	 	 	12/10/2007	74787593
	 	 	 	UCC-3 amendment	 	 	 	 	12/16/2008	84176556
	516West 34th Street LLC	DE SOS	through 05/15/12	UCC-1	Bank of America, National Association	Fixture filing	12/16/2008	84175913	 	 


 


 


516 West 34th Street, New York, NY, mortgage in an aggregate
principal amount outstanding as of the Closing Date of not greater than $22,000,000.



    	5



    	 



    

SCHEDULE 6.04



EXISTING INVESTMENTS








 


	Investment	 	Amount
	River Lake Insurance Company II Series 2004-2 (ARS)	 	$8,700,000




 






    	6



    	 



    



EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into
by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made
a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in
its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor
under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in
such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or
in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred
to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	 
	2.	Assignee:	 
	 	 	[and is an Affiliate of [identify Lender]1]
	3.	Borrowers:	Coach, Inc. and certain Foreign Subsidiary Borrowers
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
	5.	Credit Agreement:	The Credit Agreement dated as of June 18, 2012 among Coach, Inc., the Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto


-----------------------


1
Select as applicable.






    	7



    	 



    








 


 


		6.	Assigned Interest:



 


	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
	$	$	%
	$	$	%
	$	$	%


 


Effective Date: _____________ ___, 20___
[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment
and Assumption are hereby agreed to:


 


ASSIGNOR


 


[NAME OF ASSIGNOR]


 


By: _________________________

Title:


 


ASSIGNEE


 


[NAME OF ASSIGNEE]


 


By: _________________________

Title:


 


Consented to and Accepted:


 


JPMORGAN CHASE BANK, N.A., as
Administrative Agent


 


By:___________________

Title:


 


[Consented to:]3


 


COACH, INC.


 


By:___________________

Title:


 


2
Set forth, so at least 9 decimals, as percentage of the Commitment/Loans of all Lenders thereunder.


3
To be added only if the consent of the Company is required by the terms of the Credit Agreement.


 


 


 








    	8



    	 



    






ANNEX I


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.Representations
and Warranties.


 


1.1Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the
Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document.


 


1.2.Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required
to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies
of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption
is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed
by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3.General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.


 



     

     

    

 


EXHIBIT B


 


[Intentionally Omitted]


 



     

     

    

EXHIBIT C


 


FORM OF INCREASING LENDER SUPPLEMENT


 


INCREASING LENDER SUPPLEMENT,
dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement,
dated as of June 18, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Coach, Inc. (the “Company”), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


WITNESSETH


 


WHEREAS, pursuant to
Section 2.20 of the Credit Agreement, the Company has the right, subject to the terms and conditions thereof, to effectuate
from time to time an increase in the Aggregate Commitment and/or one or more tranches of Incremental Term Loans under the Credit
Agreement by requesting one or more Lenders to increase the amount of its Commitment and/or to participate in such a tranche;


 


WHEREAS, the Company
has given notice to the Administrative Agent of its intention to [increase the Aggregate Commitment] [and] [enter into a tranche
of Incremental Term Loans] pursuant to such Section 2.20; and


 


WHEREAS, pursuant to
Section 2.20 of the Credit Agreement, the undersigned Increasing Lender now desires to [increase the amount of its
Commitment] [and] [participate in a tranche of Incremental Term Loans] under the Credit Agreement by executing and delivering to
the Company and the Administrative Agent this Supplement;


 


NOW, THEREFORE, each
of the parties hereto hereby agrees as follows:


 


1.The undersigned
Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement it shall
[have its Commitment increased by $[__________], thereby making the aggregate amount of its total Commitments equal to $[__________]]
[and] [participate in a tranche of Incremental Term Loans with a commitment amount equal to $[__________] with respect thereto].


 


2.The Company hereby
represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.


 


3.Terms defined in
the Credit Agreement shall have their defined meanings when used herein.


 


4.This Supplement
shall be governed by, and construed in accordance with, the laws of the State of New York.


 


5.This Supplement
may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 



    	9



    	 



    



IN WITNESS WHEREOF, each
of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above
written.


 


[INSERT NAME OF INCREASING LENDER]


 


By:                             

Name:

Title:


 


Accepted and agreed to as of
the date first written above:


 


Coach,
Inc.


 


By:                             

Name:

Title:


 


Acknowledged as of the date first
written above:


 


JPMORGAN CHASE BANK, N.A.

as Administrative Agent


 


By:                             

Name:

Title:


 



    	2



    	 



    

EXHIBIT D


 


FORM OF AUGMENTING LENDER SUPPLEMENT


 


AUGMENTING LENDER SUPPLEMENT,
dated __________, 20___ (this “Supplement”), to the Credit Agreement, dated as of June 18, 2012 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Coach, Inc. (the
“Company”), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


WITNESSETH


 


WHEREAS, the Credit Agreement
provides in Section 2.20 thereof that any bank, financial institution or other entity may [extend Commitments] [and]
[participate in tranches of Incremental Term Loans] under the Credit Agreement subject to the approval of the Company and the Administrative
Agent, by executing and delivering to the Company and the Administrative Agent a supplement to the Credit Agreement in substantially
the form of this Supplement; and


 


WHEREAS, the undersigned
Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto;


 


NOW, THEREFORE, each
of the parties hereto hereby agrees as follows:


 


1. The undersigned Augmenting
Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become
a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a [Commitment with
respect to Revolving Loans of $[__________]] [and] [a commitment with respect to Incremental Term Loans of $[__________]].


 


2. The undersigned Augmenting
Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument
or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers
as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it
as a Lender.


 


3. The undersigned’s
address for notices for the purposes of the Credit Agreement is as follows:


 


[___________]


 


4. The Company hereby
represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.


 



    	 



    	 



    



5. Terms defined in the
Credit Agreement shall have their defined meanings when used herein.


 


6. This Supplement shall
be governed by, and construed in accordance with, the laws of the State of New York.


 


7. This Supplement may
be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 


[remainder of this page intentionally left
blank]


 






    	2



    	 



    
 


 




IN WITNESS WHEREOF, each
of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above
written.


 


[INSERT NAME OF AUGMENTING LENDER]


 


By: ____________________________________

Name:

Title:


 


Accepted and agreed to as of the date first
written above:


 


Coach,
Inc.


 


By:____________________________________

Name:

Title:


 


Acknowledged as of the date first
written above:


 


JPMORGAN CHASE BANK, N.A.

as Administrative Agent


 


By:____________________________________

Name:

Title:


 


 






    	3



    	 



    
 




EXHIBIT E


 


LIST OF CLOSING DOCUMENTS


 


Coach,
Inc.

CERTAIN FOREIGN SUBSIDIARY BORROWERS


 


CREDIT FACILITIES


 


June 18, 2012


 


LIST OF CLOSING DOCUMENTS1


 


A.LOAN DOCUMENTS


 


		1.	Credit Agreement (the “Credit Agreement”) by and among Coach, Inc., a Maryland
corporation (the “Company”), the Foreign Subsidiary Borrowers from time to time parties thereto (collectively
with the Company, the “Borrowers”), the institutions from time to time parties thereto as Lenders (the “Lenders”)
and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative
Agent”), evidencing a revolving credit facility to the Borrowers from the Lenders in an initial aggregate principal amount
of $400,000,000.



 


SCHEDULES


 


	Schedule 2.01	--	Commitments
	Schedule 2.02	--	Mandatory Cost
	Schedule 2.06	--	Existing Letter of Credit
	Schedule 3.01	--	Subsidiaries
	Schedule 3.05	--	Properties
	Schedule 3.06	--	Litigation
	Schedule 6.01	--	Existing Indebtedness
	Schedule 6.02	--	Existing Liens
	Schedule 6.04	--	Existing Investments


 


EXHIBITS


 


	Exhibit A	--	Form of Assignment and Assumption
	Exhibit B	--	[Intentionally Omitted]
	Exhibit C	--	Form of Increasing Lender Supplement
	Exhibit D	--	Form of Augmenting Lender Supplement
	Exhibit E	--	List of Closing Documents
	Exhibit F-1	--	Form of Borrowing Subsidiary Agreement
	Exhibit F-2	--	Form of Borrowing Subsidiary Termination
	Exhibit G	--	Form of Subsidiary Guaranty
	Exhibit H-1	--	Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
	Exhibit H-2	--	Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
	Exhibit H-3	--	Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)
	Exhibit H-4	--	Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)


 


------------------------------------


1 Each capitalized
term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items
appearing in bold and italics shall be prepared and/or provided by the Company and/or Company’s counsel.


 



    	 



    	 



    

 


 


 


		2.	Notes executed by the initial Borrowers in favor of each of the Lenders, if any, which has requested
a note pursuant to Section 2.10(e) of the Credit Agreement.



 


		3.	Guaranty executed by the initial Subsidiary Guarantors (collectively with the Borrowers, the “Loan
Parties”) in favor of the Administrative Agent



 


B.CORPORATE DOCUMENTS


 


		4.	Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that
there have been no changes in the Certificate of Incorporation or other charter document of such Loan Party, as attached thereto
and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization,
since the date of the certification thereof by such governmental entity, (ii) the By-Laws or other applicable organizational
document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the
Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of each Loan
Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized
to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or the
issuance of a Letter of Credit under the Credit Agreement.



 


		5.	Good Standing Certificate (or analogous documentation if applicable) for each Loan Party
from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to the extent generally
available in such jurisdiction.



 


C.OPINIONS


 


		6.	Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Loan Parties.



 


		7.	Opinion of Venable LLP, special Maryland counsel for the Loan Parties.



 


D.CLOSING CERTIFICATES AND MISCELLANEOUS


 


		8.	A Certificate signed by the President, a Vice President or a Financial Officer of the Company
certifying the following: (i) all of the representations and warranties of the Company set forth in the Credit Agreement are
true and correct and (ii) no Default or Event of Default has occurred and is then continuing.



 


		9.	Termination and payoff documentation providing evidence satisfactory to the Administrative
Agent that the credit facility evidenced by the Existing Credit Agreement has been terminated and cancelled (along with all of
the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid
and any.



 



    	2



    	 



    

EXHIBIT F-1


 


[FORM OF]


 


BORROWING SUBSIDIARY AGREEMENT


 


BORROWING SUBSIDIARY
AGREEMENT dated as of [_____], among Coach, Inc., a Maryland corporation (the “Company”), [Name of Foreign Subsidiary
Borrower], a [__________] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative
Agent (the “Administrative Agent”).


 


Reference is hereby made
to the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time
to time party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms used herein but not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed,
upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively
with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing
Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act
on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the
preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to request Borrowings
under the Credit Agreement on behalf of the New Subsidiary Borrower and sign this Borrowing Subsidiary Agreement and the other
Loan Documents to which the New Borrowing Subsidiary is, or may from time to time become, a party: [______________].]


 


Each of the Company and
the New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company in the Credit Agreement
relating to the New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations
given as of a particular date, in which case they shall be true and correct as of that date. [The Company and the New Borrowing
Subsidiary further represent and warrant that the execution, delivery and performance by the New Borrowing Subsidiary of the transactions
contemplated under this Agreement and the use of any of the proceeds raised in connection with this Agreement will not contravene
or conflict with, or otherwise constitute unlawful financial assistance under, Sections 677 to 683 (inclusive) of the United
Kingdom Companies Act 2006 of England and Wales (as amended).] [INSERT OTHER PROVISIONS REASONABLY REQUESTED BY ADMINISTRATIVE
AGENT OR ITS COUNSELS]1 The Company agrees that the Guarantee of the Company contained in the Credit Agreement will
apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing
Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute
a “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound
by all provisions of the Credit Agreement.


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York.


 


[Signature Page Follows]


 


------------------------------------


1 To be included
only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales.


 


 


 



    	 



    	 



    

IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.


 


Coach, Inc.


 


By:_________________________

Name:

Title:


 


[NAME OF NEW BORROWING SUBSIDIARY]


 


By:_________________________
Name:

Title:


 


JPMORGAN CHASE BANK, N.A., as Administrative Agent


 


By:_________________________
Name:

Title:


 



    	 



    	 



    

EXHIBIT F-2


 


[FORM OF]


 


BORROWING SUBSIDIARY TERMINATION


 


JPMorgan Chase Bank, N.A.

as Administrative Agent

for the Lenders referred to below

10 South Dearborn Street

Chicago, Illinois 60603

Attention: [__________]


 


[Date]


 


Ladies and Gentlemen:


 


The undersigned, Coach,
Inc. (the “Company”), refers to the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers
from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Company hereby terminates
the status of [______________] (the “Terminated Borrowing Subsidiary”) as a Foreign Subsidiary Borrower under
the Credit Agreement. [The Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding
as of the date hereof and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and,
to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant
to the Credit Agreement have been paid in full on or prior to the date hereof.] [The Company acknowledges that the Terminated Borrowing
Subsidiary shall continue to be a Borrower until such time as all Loans made to the Terminated Borrowing Subsidiary shall have
been prepaid and all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent
notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit
Agreement shall have been paid in full, provided that the Terminated Borrowing Subsidiary shall not have the right to make
further Borrowings under the Credit Agreement.]


 


[Signature Page Follows]


 



    	 



    	 



    

This instrument shall
be construed in accordance with and governed by the laws of the State of New York.


 


Very truly yours,


 


Coach, Inc.


 


By:_________________________
Name:

Title:


 


		Copy to: 	JPMorgan Chase Bank, N.A.

10 South Dearborn Street

Chicago, Illinois 60603



 



    	 



    	 



    

EXHIBIT G


 


[FORM OF]


 


GUARANTEE AGREEMENT


 


GUARANTEE AGREEMENT,
dated as of June 18, 2012 (this “Guarantee”), made by each of the signatories hereto (together with any other
entity that may become a party hereto as provided herein, the “Guarantors”), in favor of JPMorgan Chase Bank,
N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial
institutions or entities (the “Lenders”) from time to time party to the Credit Agreement, dated as of June 18,
2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Coach,
Inc., a Maryland corporation (the “Company”), the Foreign Subsidiary Borrowers parties thereto (the “Foreign
Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the Lenders and the Administrative
Agent.


 


WITNESSETH:


 


WHEREAS, pursuant to
the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject
to the conditions set forth therein;


 


WHEREAS, each Borrower
is a member of an affiliated group of companies that includes each Guarantor;


 


WHEREAS, the proceeds
of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers
to one or more of the Guarantors in connection with the operation of their respective businesses;


 


WHEREAS, the Borrowers
and the Guarantors are engaged in related businesses, and each Guarantor will derive substantial direct and indirect benefit from
the making of the extensions of credit under the Credit Agreement; and


 


WHEREAS, it is a condition
precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement
that the Guarantors shall have executed and delivered this Guarantee to the Administrative Agent for the ratable benefit of the
Lenders;


 


NOW, THEREFORE, in consideration
of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders
to make their respective extensions of credit to the Borrowers thereunder, each Guarantor hereby agrees with the Administrative
Agent, for the ratable benefit of the Lenders, as follows:


 


SECTION 1. DEFINED TERMS


 


1.1Definitions.
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement.


 


(b)The following
terms shall have the following meanings:


 


“Borrower Obligations”
means the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other
Obligations and liabilities of each Borrower (including, without limitation, interest accruing at the then applicable rate provided
in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable
rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding) to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due,
or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement and this Guarantee,
any Letter of Credit or any other document made, delivered or given in connection with any of the foregoing, in each case whether
on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by
any Borrower pursuant to the terms of any of the foregoing agreements).


 



    	 



    	 



    



“Reimbursement
Obligation” means the obligation of each Borrower to reimburse the applicable Issuing Bank pursuant to Section 2.06(e)
of the Credit Agreement for amounts drawn under Letters of Credit.


 


1.2Other Definitional
Provisions. (a) The words “hereof,” “herein”, “hereto” and “hereunder” and
words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision
of this Guarantee, and Section and Schedule references are to this Guarantee unless otherwise specified.


 


(b)The meanings given
to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


SECTION 2. GUARANTEE


 


2.1Guarantee.
(a) Each Guarantor hereby, jointly and severally, unconditionally and irrevocably guarantees to the Administrative Agent, for the
ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations.


 


(b)Anything herein
to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in no event exceed the amount which can
be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect
to the right of contribution established in Section 2.2).


 


(c)Each Guarantor
agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing this Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.


 


(d)This Guarantee
shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under this Guarantee
shall have been satisfied by payment in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments
shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from
any Borrower Obligations.


 


(e)No payment made
by any Borrower, any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or
any Lender from any Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding
any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received
or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the
maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full in immediately available funds, no
Letter of Credit shall be outstanding and the Commitments are terminated.


 



    	2



    	 



    



2.2Right of Contribution.
Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than the amount which otherwise would have
been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Borrower Obligations satisfied by such
payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately
prior to such payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the
making of such payment, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor
hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject
to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities
of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent
and the Lenders for the full amount guaranteed by such Guarantor hereunder. As of any date of determination, the “Allocable
Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the
total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities,
calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable
share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such
contributions.


 


2.3No Subrogation.
Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative
Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender
against the Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative
Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution
or reimbursement from the Borrowers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts
owing to the Administrative Agent and the Lenders by the Borrowers on account of the Borrower Obligations are paid in full in immediately
available funds, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any
Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full
in immediately available funds, such amount shall be held by such Guarantor for the benefit of the Administrative Agent and the
Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to
the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent,
if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative
Agent may determine.


 


2.4Amendments,
etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment
of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent
or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from
time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released
by the Administrative Agent or any Lender, and the Credit Agreement and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right
of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for this Guarantee.






    	3



    	 



    
 


2.5Guarantee Absolute
and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower
Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this
Guarantee; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between any Borrower and any Guarantor,
on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have
been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment
and notice of default or nonpayment to or upon the Borrowers or any Guarantor with respect to the Borrower Obligations. Each Guarantor
understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity or enforceability of the Credit Agreement, any of the Borrower Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative
Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by any Borrower or any other Person against the Administrative Agent or any Lender, or (c)
any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes,
or might be construed to constitute, an equitable or legal discharge of any Borrower for the Borrower Obligations, or of such Guarantor
under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights
and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrowers, any other Guarantor
or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect
thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies
or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other Person or
any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative
Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance
of any legal proceedings.


 


2.6Reinstatement.
This Guarantee shall continue to be effective, or shall be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent
or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or
upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower
or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.


 



    	4



    	 



    



2.7Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim
in dollars or the applicable Alternative Currency in accordance with Section 2.18 of the Credit Agreement.


 


2.8Limitation
of Guarantee. Notwithstanding any other provision of this Guarantee, the amount guaranteed by each Guarantor hereunder shall
be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548
of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar
statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant
to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution
which such Guarantor may have under this Guarantee, any other agreement or applicable law shall be taken into account.


 


SECTION 3. THE ADMINISTRATIVE AGENT


 


Each Guarantor acknowledges
that the rights and responsibilities of the Administrative Agent under this Guarantee with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any right or remedy provided for herein or resulting or arising
out of this Guarantee shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such
other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the
Guarantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority
so to act or refrain from acting, and no Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting
such authority.


 


SECTION 4. MISCELLANEOUS


 


4.1Amendments
in Writing. None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except
in accordance with Section 9.02(b) of the Credit Agreement.


 


4.2Notices.
All notices, requests and demands to or upon the Administrative Agent, any Lender or any Guarantor to be effective shall be in
writing, shall be given in the manner and at the addresses specified in Section 9.01 of the Credit Agreement (or, in the case of
any Guarantor, to such Guarantor c/o the Company at the address of the Company set forth in said Section or at such other address
as the Company may provide in accordance with Section 9.01(c) of the Credit Agreement) and shall be deemed to have been duly given
or made when received.


 


4.3No Waiver by
Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 4.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder
or to have acquiesced in any Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent
or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any
right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power
or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not
be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.


 



    	5



    	 



    



4.4Enforcement
Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its
out-of-pocket expenses incurred in collecting against such Guarantor under this Guarantee or otherwise enforcing or preserving
its rights under this Guarantee, including, without limitation, the reasonable fees, charges and disbursements of one primary counsel
and of any special and local counsel for the Administrative Agent and one additional counsel for all Lenders other than the Administrative
Agent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses.


 


(b)Each Guarantor
agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or similar taxes which may be payable or determined to be
payable in connection with any of the transactions contemplated by this Guarantee.


 


(c)Each Guarantor
agrees to indemnify, and to hold the Administrative Agent and the Lenders harmless from, any and all losses, claims, damages, liabilities
and related expenses, including the fees, charges and disbursements of any counsel for any the Administrative Agent and the Lenders,
incurred by or asserted against the Administrative Agent or any Lender arising out of, in connection with, or as a result of the
execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required
to do so pursuant to Section 9.03 of the Credit Agreement.


 


(d)The agreements
in this Section 4.4 shall survive repayment of the Borrower Obligations and all other amounts payable under the Credit Agreement.


 


4.5Successors
and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit
of the Administrative Agent and the Lenders and their successors and assigns; provided that no Guarantor may assign, transfer or
delegate any of its rights or obligations under this Guarantee without the prior written consent of the Administrative Agent.


 


4.6Set-Off.
If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or
for the credit or the account of any Guarantor against any of and all the obligations of such Guarantor now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand for payment under
this Guarantee and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender may have.


 


4.7Counterparts.
This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


4.8Severability.
Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


4.9Section Headings.
The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.


 



    	6



    	 



    



4.10Integration.
This Guarantee represents the agreement of each Guarantor with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof not expressly
set forth or referred to herein or in the other Loan Documents.


 


4.11GOVERNING
LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


4.12Submission
To Jurisdiction; Waivers. (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Guarantee, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Guarantee shall affect any right that the Administrative Agent, any Issuing
Bank or any Lender may otherwise have to bring any action or proceeding relating to this Guarantee against any Guarantor or its
properties in the courts of any jurisdiction.


 


(b)Each Guarantor
hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(c)Each party to
this Guarantee irrevocably consents to service of process in the manner provided for notices in Section 4.2. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


(d)Each Guarantor
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section any special, exemplary, punitive or consequential damages.


 


4.13Additional
Guarantors. Each Subsidiary of the Company that is required to become a party to this Guarantee pursuant to Section 5.09 of
the Credit Agreement or is designated by the Company to be a Guarantor pursuant to the definition of “Subsidiary Guarantor”
in Section 1.01 of the Credit Agreement shall execute and deliver to the Administrative Agent an Assumption Agreement in the form
of Annex 1 hereto and thereupon shall become a Guarantor under this Guarantee.


 


4.14Releases.
The obligations of any Guarantor under this Guarantee shall automatically terminate in accordance with Section 9.14 of the
Credit Agreement.


 


4.15WAIVER OF
JURY TRIAL. EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


[Signature Pages Follow]


 


 


 



    	7



    	 



    

IN WITNESS WHEREOF, each
of the undersigned has caused this Guarantee Agreement to be duly executed and delivered as of the date first above written.


 


[GUARANTORS]


 


By: _____________________________


Name:


Title:


 


 



    	Signature Page to Guarantee



    	 



    

Acknowledged and Agreed

as of the date first written above:


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


By:_____________________________________

Name:

Title:


 



    	Signature Page to Guarantee



    	 



    

Annex 1 to

Guarantee Agreement


 


ASSUMPTION AGREEMENT,
dated as of [________], made by [_________], a [________] (the “Additional Guarantor”), in favor of JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other
financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized
terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.


 


WITNESSETH :


 


WHEREAS, Coach, Inc.,
a Maryland corporation (the “Company”), the Foreign Subsidiary Borrowers parties thereto, the Lenders and the
Administrative Agent have entered into the Credit Agreement, dated as of June 18, 2012 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”);


 


WHEREAS, in connection
with the Credit Agreement, certain of the Company’s Subsidiaries (other than the Additional Guarantor) have entered into
the Guarantee Agreement, dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the “Guarantee
Agreement”) in favor of the Administrative Agent for the benefit of the Lenders;


 


WHEREAS, the Credit Agreement
requires or permits the Additional Guarantor to become a party to the Guarantee Agreement; and


 


WHEREAS, the Additional
Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee Agreement;


 


NOW, THEREFORE, IT IS
AGREED:


 


1.Guarantee Agreement.
By executing and delivering this Assumption Agreement, as provided in Section 4.13 of the Guarantee Agreement, the Additional Guarantor
hereby becomes a party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect as if originally named
therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities
of a Guarantor thereunder.


 


2.Governing Law.
THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


[Signature Page Follows]


 



    	 



    	 



    

IN WITNESS WHEREOF, the
undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.


 


[ADDITIONAL GUARANTOR]


 


By:___________________________


Name:


Title:


 


 


 


 


 


 



    	2



    	 



    

EXHIBIT H-1


 


[FORM OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Coach, Inc. (the “Company”), the Foreign Subsidiary Borrowers from time to time
party thereto, the Lenders from time to time party thereto (collectively with the Company, the “Borrowers”)
and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not
a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as
described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished
the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


By:______________________________________

Name:

Title:


 


Date: __________, 20[__]


 



    	 



    	 



    

EXHIBIT H-2


 


[FORM
oF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Coach, Inc. (the “Company”), the Foreign Subsidiary Borrowers from time to time
party thereto, the Lenders from time to time party thereto (collectively with the Company, the “Borrowers”)
and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such
Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


By:______________________________________

Name:

Title:


 


Date: __________, 20[__]


 



    	 



    	 



    

EXHIBIT H-3


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Coach, Inc. (the “Company”), the Foreign Subsidiary Borrowers from time to time
party thereto, the Lenders from time to time party thereto (collectively with the Company, the “Borrowers”)
and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that
is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


By:______________________________________

Name:

Title:


 


Date: __________, 20[__]


 



    	 



    	 



    

EXHIBIT H-4


 


[FORM
OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Coach, Inc. (the “Company”), the Foreign Subsidiary Borrowers from time to time
party thereto, the Lenders from time to time party thereto (collectively with the Company, the “Borrowers”)
and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect
to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form
W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By
executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished
the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


By:______________________________________

Name:

Title:


 


Date: __________, 20[__]