Form of Credit Agreement



 Exhibit 10.1 
  

  
 [Published CUSIP Number:                     ] 
  
 CREDIT AGREEMENT 
  
 Dated as of November 5, 2004 
 among 

 
 TUPPERWARE CORPORATION, 
 as the Borrower, 
  
 BANK OF AMERICA, N.A., 
 as Administrative Agent, Swing Line Lender 
 and 
 L/C Issuer, 
  
 UNION BANK OF CALIFORNIA, N.A. 
 and 
 KEYBANK NATIONAL ASSOCIATION,

 as Co-Documentation Agents, 
  
 and 
  
 The Other Lenders Party Hereto 
  
 BANC OF AMERICA SECURITIES LLC, 
 as 
 Joint Lead Arranger and Sole Book Manager 
  
 and 
  
 J.P. MORGAN SECURITIES
INC, 
 as Joint Lead Arranger 
  








  
 TABLE OF CONTENTS

  

					
	 	  	Section	  	Page


			
	 	  	ARTICLE I.	  	 
	 	  	DEFINITIONS AND ACCOUNTING TERMS	  	 
			
	1.01	  	Defined Terms	  	1
	1.02	  	Other Interpretive Provisions	  	22
	1.03	  	Accounting Terms	  	23
	1.04	  	Rounding	  	23
	1.05	  	Times of Day	  	23
	1.06	  	Letter of Credit Amounts	  	23
			
	 	  	ARTICLE II.	  	 
	 	  	THE COMMITMENTS AND CREDIT EXTENSIONS	  	 
			
	2.01	  	Committed Loans	  	24
	2.02	  	Borrowings, Conversions and Continuations of Committed Loans	  	24
	2.03	  	Letters of Credit	  	25
	2.04	  	Swing Line Loans	  	34
	2.05	  	Prepayments	  	36
	2.06	  	Termination or Reduction of Commitments	  	37
	2.07	  	Repayment of Loans	  	38
	2.08	  	Interest	  	38
	2.09	  	Fees	  	39
	2.10	  	Computation of Interest and Fees	  	39
	2.11	  	Evidence of Debt	  	40
	2.12	  	Payments Generally; Administrative Agent’s Clawback	  	40
	2.13	  	Sharing of Payments by Lenders	  	42
	2.14	  	Increase in Commitments	  	42
			
	 	  	ARTICLE III.	  	 
	 	  	TAXES, YIELD PROTECTION AND ILLEGALITY	  	 
			
	3.01	  	Taxes	  	44
	3.02	  	Illegality	  	46
	3.03	  	Inability to Determine Rates	  	46
	3.04	  	Increased Costs; Reserves on Eurodollar Rate Loans	  	47
	3.05	  	Compensation for Losses	  	48
	3.06	  	Mitigation Obligations; Replacement of Lenders	  	49
	3.07	  	Survival	  	49

  

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	 	  	ARTICLE IV.	  	 
	 	  	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  	 
			
	4.01	  	Conditions of Initial Credit Extension	  	49
	4.02	  	Conditions to all Credit Extensions (other than CP Backup Advances) and Conversions and Continuations	  	51
	4.03	  	Conditions to CP Backup Advances	  	52
			
	 	  	ARTICLE V.	  	 
	 	  	REPRESENTATIONS AND WARRANTIES	  	 
			
	5.01	  	Existence, Qualification and Power; Compliance with Laws	  	52
	5.02	  	Authorization; No Contravention	  	52
	5.03	  	Governmental Authorization and Third-Party Authorization	  	53
	5.04	  	Binding Effect	  	53
	5.05	  	Financial Statements; No Material Adverse Effect	  	53
	5.06	  	Litigation	  	53
	5.07	  	No Default	  	54
	5.08	  	Ownership of Property; Liens	  	54
	5.09	  	Environmental Compliance	  	54
	5.10	  	Insurance	  	54
	5.11	  	Taxes	  	54
	5.12	  	ERISA Compliance	  	54
	5.13	  	Subsidiaries	  	55
	5.14	  	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	  	55
	5.15	  	Disclosure	  	55
	5.16	  	Intellectual Property; Licenses, Etc.	  	56
	5.17	  	Solvency	  	56
	5.18	  	Compliance with Laws	  	56
			
	 	  	ARTICLE VI.	  	 
	 	  	AFFIRMATIVE COVENANTS	  	 
			
	6.01	  	Financial Statements	  	56
	6.02	  	Certificates; Other Information	  	57
	6.03	  	Notices	  	59
	6.04	  	Payment of Obligations	  	59
	6.05	  	Preservation of Existence, Etc.	  	59
	6.06	  	Maintenance of Properties	  	60
	6.07	  	Maintenance of Insurance	  	60
	6.08	  	Compliance with Laws and Contractual Obligations	  	60
	6.09	  	Books and Records	  	60
	6.10	  	Inspection Rights	  	60
	6.11	  	Compliance with ERISA	  	60
	6.12	  	Use of Proceeds	  	60
	6.13	  	Protected Subsidiaries and Tupperware Finance	  	61

  

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	6.14	  	Maintain Principal Line of Business	  	61
			
	 	  	ARTICLE VII.	  	 
	 	  	NEGATIVE COVENANTS	  	 
			
	7.01	  	Liens	  	61
	7.02	  	Investments	  	62
	7.03	  	Indebtedness	  	63
	7.04	  	Fundamental Changes	  	63
	7.05	  	Sales of Assets	  	64
	7.06	  	ERISA	  	64
	7.07	  	Transactions with Affiliates	  	64
	7.08	  	Burdensome Agreements	  	64
	7.09	  	Use of Proceeds	  	65
	7.10	  	Restricted Payments	  	65
	7.11	  	Financial Covenants	  	65
	7.12	  	Tupperware Finance	  	66
			
	 	  	ARTICLE VIII.	  	 
	 	  	EVENTS OF DEFAULT AND REMEDIES	  	 
			
	8.01	  	Events of Default	  	66
	8.02	  	Remedies Upon Event of Default	  	68
	8.03	  	Application of Funds	  	68
			
	 	  	ARTICLE IX.	  	 
	 	  	ADMINISTRATIVE AGENT	  	 
			
	9.01	  	Appointment and Authority	  	69
	9.02	  	Rights as a Lender	  	69
	9.03	  	Exculpatory Provisions	  	70
	9.04	  	Reliance by Administrative Agent	  	70
	9.05	  	Delegation of Duties	  	71
	9.06	  	Resignation of Administrative Agent	  	71
	9.07	  	Non-Reliance on Administrative Agent and Other Lenders	  	72
	9.08	  	No Other Duties, Etc.	  	72
	9.09	  	Administrative Agent May File Proofs of Claim	  	72
			
	 	  	ARTICLE X.	  	 
	 	  	MISCELLANEOUS	  	 
			
	10.01	  	Amendments, Etc.	  	73
	10.02	  	Notices; Effectiveness; Electronic Communication	  	74
	10.03	  	No Waiver; Cumulative Remedies	  	75
	10.04	  	Expenses; Indemnity; Damage Waiver	  	76
	10.05	  	Payments Set Aside	  	77
	10.06	  	Successors and Assigns	  	78
	10.07	  	Treatment of Certain Information; Confidentiality	  	81

  

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	10.08	  	Right of Setoff	  	82
	10.09	  	Interest Rate Limitation	  	82
	10.10	  	Counterparts; Integration; Effectiveness	  	82
	10.11	  	Survival of Representations and Warranties	  	83
	10.12	  	Severability	  	83
	10.13	  	Replacement of Lenders	  	83
	10.14	  	Governing Law; Jurisdiction; Etc.	  	84
	10.15	  	Waiver of Jury Trial	  	85
	10.16	  	USA PATRIOT Act Notice	  	85
		
	SIGNATURES	  	S-1

  
 SCHEDULES 
  

			
	 1.01
	  	Existing Letters of Credit
	 2.01
	  	Commitments and Applicable Percentages
	 5.05
	  	Material Indebtedness
	 5.06
	  	Litigation
	 5.09
	  	Environmental Matters
	 5.11
	  	Tax Matters
	 5.13
	  	Subsidiaries and Other Equity Investments
	 5.16
	  	Intellectual Property Matters
	 7.01
	  	Existing Liens
	 7.02
	  	Existing Investments
	 7.03
	  	Existing Indebtedness
	 7.05
	  	Excluded Property
	 10.02
	  	Administrative Agent’s Office; Certain Addresses for Notices
		
	EXHIBITS	  	 
	 	  	Form of
		
	 A
	  	Committed Loan Notice
	 B
	  	Swing Line Loan Notice
	 C
	  	Note
	 D
	  	Compliance Certificate
	 E
	  	Assignment and Assumption
	 F
	  	Guaranty
	 G
	  	Opinion Matters

  

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 CREDIT AGREEMENT

  
 This CREDIT AGREEMENT (“Agreement”) is
entered into as of November 5, 2004, among TUPPERWARE CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a
“Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 
  
 The Borrower has requested that the Lenders provide a senior revolving credit facility, and the Lenders are willing to do so on the terms and conditions
set forth herein. 
  
 In consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows: 
  
 ARTICLE I. 
 DEFINITIONS AND ACCOUNTING TERMS 
  
 1.01 Defined Terms. As used in this Agreement, the following
terms shall have the meanings set forth below: 
  
 “Acquisition” means the acquisition of (i) a controlling equity or other ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a
controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon exercise of an option or warrant for, or conversion of securities into, such equity or other
ownership interest, or (ii) assets of another Person which constitute all or any material part of the assets of such Person or of a line or lines of business conducted by such Person. 
  
 “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent. 
  
 “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from
time to time notify to the Borrower and the Lenders. 
  
 “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 
  
 “Affiliate” means, with respect to any Person, 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 Commitments” means the Commitments of all the Lenders. 
  
 “Agreement” means this Credit Agreement. 
  
 “Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the
Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans and the 

  

 1 








 
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired,
then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 
  
 “Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating
as set forth below: 
  
 Applicable Rate 
  

							
	 	 	 	 	 	 	 Eurodollar Rate +


	 Level

	 	 Debt Rating

	 	 Facility Fee

	 	 Letters of Credit


	 I
	 	BBB or Baa2	 	15.0 bps	 	60.0 bps
	 II
	 	BBB- or Baa3	 	20.0 bps	 	80.0 bps
	 III
	 	BB+ or Ba1	 	25.0 bps	 	100.0 bps
	 IV
	 	BB or Ba2	 	30.0 bps	 	120.0 bps
	 V
	 	<BB or Ba2	 	37.5 bps	 	162.5 bps

  

	(1)	In the event of a single split-rating, the higher rating shall apply. 

  
 “Debt Rating” means, as of any date of determination, the ratings as determined by each of (i) S&P of the
non-credit-enhanced, senior unsecured long-term debt of the Borrower or (ii) Moody’s of the non-credit-enhanced, senior unsecured long-term debt of Tupperware Finance (collectively, the “Debt Ratings”); provided that if
there shall exist a split in the Debt Ratings issued by each of the foregoing rating agencies, then the higher of such Debt Ratings shall apply (with Pricing Level I in the definition of “Applicable Rate” being the highest and Pricing
Level V in the definition of “Applicable Rate” being the lowest), unless there is a split in Debt Ratings of more than one level, in which case the level that is one level higher than the lower Debt Rating shall apply. 
  
 Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in
the certificate delivered pursuant to Section 4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period
commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 6.03(f) and ending on the date immediately preceding the effective date of the next such change and, in the case of a
downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. 
  
 “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
  

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 “Arranger” means Banc of America Securities LLC. 
  
 “Asset Securitization” means any transaction or series of
transactions pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to a Securitization Entity (in the case of a transfer by the Borrower or any of its Subsidiaries) or any other Person (in case of a
transfer by a Securitization Entity), or may grant a security interest in, any Receivables (whether now existing or arising or acquired in the future) of the Borrower or any of its Subsidiaries, and any Related Security, all of the foregoing for the
purpose of providing working capital financing on terms that are more favorable to the Borrower and its Subsidiaries than would otherwise be available at that time; provided, that the terms of such Asset Securitization are subject to approval of the
Administrative Agent. 
  
 “Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in
substantially the form of Exhibit E or any other form approved by the Administrative Agent. 
  
 “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease and (c) in respect of any Asset Securitization, the aggregate amount of obligations owed to (including the amount of
investment in transferred assets by) Persons other than the Borrower or its Subsidiaries. 
  
 “Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 27, 2003, and the related consolidated statements of
income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto. 
  
 “Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of
termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section
8.02. 
  
 “Bank of America” means Bank of
America, N.A. and its successors. 
  
 “Base Rate”
means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime
rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 
  

 3 








 “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan. 

 
 “Base Rate Loan” means a Loan that bears interest based
on the Base Rate. 
  
 “Borrower” has the meaning
specified in the introductory paragraph hereto. 
  
 “Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require. 
  
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws
of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market. 
  
 “Cash
Collateralize” has the meaning specified in Section 2.03(g). 
  
 “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any
Governmental Authority. 
  
 “Change of Control”
means an event or series of events by which: 
  
 (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity
acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group
shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of 35% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any option right); or 
  
 (b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body
was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause


  

 4 








 
(iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an
actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

  
 “Closing Date” means the first date all the
conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01. 
  
 “Code” means the Internal Revenue Code of 1986. 
  

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01, (b)
purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 
  
 “Committed Borrowing” means a borrowing consisting of
simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 
  
 “Committed Loan” has the meaning specified in Section 2.01. 
  
 “Committed Loan Notice” means a notice of (a) a Committed
Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. 

 
 “Compliance Certificate” means a certificate
substantially in the form of Exhibit D. 
  
 “Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated Net Income reduced by, to the extent not deducted in determining
Consolidated Net Income, any extraordinary, unusual or non-recurring gains, (b) Consolidated Interest Charges, (c) the amount of taxes, based on or measured by income, used or included in determining such Consolidated Net Income, (d) the amount of
depreciation and amortization expense deducted in determining such Consolidated Net Income, and (e) extraordinary, unusual or non-recurring non-cash charges, including non-cash reengineering and impairment charges and the write-off of goodwill, to
the extent deducted in determining Consolidated Net Income. 
  
 “Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis (including the elimination of intercompany indebtedness) and without duplication, the
sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments, (b) Attributable Indebtedness, and (c) without duplication, all Guarantees 

  

 5 








 
with respect to Indebtedness of the types specified in subsections (a) and (b) above of Persons other than the Borrower or any Subsidiary. For all purposes
hereof, the Consolidated Funded Indebtedness of the Borrower or any Subsidiary shall include the foregoing Indebtedness in (a), (b) and (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or a
limited liability company) in which the Borrower or any Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary. 
  
 “Consolidated Interest Charges” means, for any period, for
the Borrower and its Subsidiaries on a consolidated basis, the sum, without duplication, of (a) all interest, debt discount, premium payments, commissions, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with
Indebtedness (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) the portion of rent expense of the Borrower and its Subsidiaries
with respect to such period under capital leases that is treated as interest in accordance with GAAP and (c) the amount of payments in respect of Synthetic Lease Obligations and Asset Securitizations that are in the nature of interest (including,
with respect to Asset Securitizations, the aggregate discount (net of reserves) from the face value of assets transferred). 
  
 “Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the
Borrower and its Subsidiaries as determined in accordance with GAAP. 
  
 “Consolidated Net Worth” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date, plus any decrease
or minus any increase in the “Accumulated Other Comprehensive Income (Loss)” account (the “Accumulated Account”) resulting from changes in the “Foreign Currency Translation Adjustment” and/or “Net Equity
Hedges” subaccounts of the Accumulated Account, from the amount reflected in the Borrower’s unaudited consolidated balance sheet dated June 26 2004. 
  

“Consolidated Total Assets” means, as of any date on which the amount thereof is to be determined, the total amount of assets of the
Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP. 
  
 “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which
it or any of its property is bound. 
  
 “Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto. 
  
 “CP Backup Advance” means any Borrowing the purpose of which is to fund the repurchase of commercial paper previously issued by the Borrower. 
  

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 “CP Program Documents” means, collectively, the written agreements between the Borrower
and the dealers, paying agents, and other parties related to the marketing and administration of the Borrower’s commercial paper programs. 
  
 “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 
  
 “Dart” means Dart Industries Inc., a Delaware corporation
and a Subsidiary of the Borrower. 
  
 “Debt
Rating” has the meaning specified in the definition of “Applicable Rate”. 
  
 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. 
  
 “Default” means any event or condition that constitutes an
Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 
  
 “Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base
Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum. 
  
 “Defaulting Lender” means any Lender that (a) has failed
after receiving notification to fund any portion of the Committed Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has
been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding. 
  
 “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any
sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 
  
 “Disqualified Capital Stock” shall mean, with respect to any Person, any capital stock of such Person that, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund
obligation or otherwise, (ii) is redeemable or subject to any mandatory repurchase requirement at the sole option of the holder thereof, or (iii) is convertible into or exchangeable 

  

 7 








 
for (whether at the option of the issuer or the holder thereof) (a) debt securities or (b) any capital stock referred to in (i) or (ii) above, in each case
under (i), (ii) or (iii) above at any time on or prior to the Maturity Date; provided, however, that only the portion of capital stock that so matures or is mandatorily redeemable, is so redeemable at the option of the holder thereof,
or is so convertible or exchangeable on or prior to such date shall be deemed to be Disqualified Capital Stock. 
  
 “Dollar” and “$” mean lawful money of the United States. 
  
 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of
the United States. 
  
 “Eligible Assignee” means
(a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has
occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s
Affiliates or Subsidiaries. 
  
 “Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 
  
 “Environmental Liability” means any liability, contingent or
otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries 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, with respect to any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities
convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any
date of determination. 
  
 “ERISA” means the
Employee Retirement Income Security Act of 1974. 
  

 8 








 “ERISA Affiliate” means any trade or business (whether or not incorporated) under common
control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 
  
 “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower
or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. 
  
 “Eurodollar Rate” means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or
other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be
the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued
or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest Period. 
  
 “Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on the Eurodollar Rate. 
  
 “Event of Default” has the meaning specified in Section 8.01. 
  
 “Excluded Sale and Leaseback Transaction” means any sale or transfer of property owned by Borrower or any
Subsidiary to any Person within 365 days following the acquisition or completion of construction of such property by Borrower or any Subsidiary if Borrower or a Subsidiary shall concurrently with such sale or transfer lease such property, as lessee.

  
 “Excluded Taxes” means, with respect to the
Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however 

  

 9 








 
denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of
which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by
any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section
3.01(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 3.01(a). 
  
 “Existing
Credit Facility” means that certain Multi-Year Credit Agreement dated as of April 30, 2002 among the Borrower, the lenders named therein, Bank of America, N.A., as administrative agent, and Citibank, N.A., as syndication agent. 

 
 “Existing Letters of Credit” means those letters of
credit issued by Bank of America more particularly described on Schedule 1.01. 
  
 “Fair Market Value” means, at any time and with respect to any real or personal property of any kind, tangible or intangible, choate or inchoate, the sale value of such property that would be realized
in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell). 
  
 “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the
Administrative Agent. 
  
 “Fee Letter” means the
letter agreement, dated September 17, 2004, among the Borrower, the Administrative Agent and the Arranger. 
  
 “Fixed Charge Coverage Ratio” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the
ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to the sum of (b) Consolidated Interest Charges and Restricted Payments (other than by a Subsidiary to the Borrower) for such period. 

 
 “Foreign Lender” means any Lender that is organized under
the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this 

  

 10 








 
definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
  
 “FRB” means the Board of Governors of the Federal Reserve
System of the United States. 
  
 “Fund” means any
Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
  
 “GAAP” means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 
  
 “Governmental Authority” means the government of the United
States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 
  
 “Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the
obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other
obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to
the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by
the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 
  
 “Guarantors” means, collectively, Tupperware Finance and Dart. 
  

 11 








 “Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative
Agent and the Lenders, substantially in the form of Exhibit F. 
  
 “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. 
  
 “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following,
whether or not included as indebtedness or liabilities in accordance with GAAP: 
  
 (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments; 
  
 (b)
all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 
  
 (c) net obligations of such Person under any Swap Contract;

  
 (d) all obligations of such Person to pay the
deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); 
  
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 
  
 (f) Attributable Indebtedness; 
  
 (g) Disqualified Capital Stock; and 
  
 (h) all Guarantees of such Person in respect of any of the foregoing. 
  
 For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date
shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. 
  
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 
  
 “Indemnitee” has the meaning specified in Section 10.04(b). 
  

 12 








 “Intellectual Property” means trademarks and service marks (whether registered or
unregistered) and trade names; patents (including any continuations, continuations in part, renewals and applications for any of the foregoing); copyrights (including any registrations and applications therefor and whether registered or
unregistered); computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, databases and compilations, including any and all data and collections of data, whether
machine readable or otherwise; works of authorship; mask works; technology; trade secrets, know-how, proprietary processes, formulae, algorithms, models, user interfaces, inventions, discoveries, concepts, ideas, techniques, methods, source codes,
object codes, methodologies and, with respect to all of the foregoing, related confidential data or information and any licenses of the foregoing; but excluding any limited copyright license or permission from authors, publishers or other parties to
use material in the Borrower’s or a Subsidiary’s products that have no future payment obligations. 
  
 “Intercompany Indebtedness” means Indebtedness of the Borrower to a Subsidiary or of a Subsidiary to the Borrower. 
  
 “Interest Coverage Ratio” means, as of any date of
determination, for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period. 

 
 “Interest Payment Date” means, (a) as to any Loan other
than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity
Date. 
  
 “Interest Period” means, as to each
Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its
Committed Loan Notice; provided that: 
  
 (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall
end on the next preceding Business Day; 
  
 (ii)
any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and 
  
 (iii) no Interest Period shall extend beyond the Maturity Date. 
  
 “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other 

  

 13 








 
securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such Investment. 
  
 “IP Rights” has the meaning specified in Section 5.17. 
  
 “IRS” means the United States Internal Revenue Service. 
  
 “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance). 
  
 “Issuer Documents” means with respect to any Letter of Credit, the Letter Credit Application, and any other document, agreement and
instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor the L/C Issuer and relating to any such Letter of Credit. 
  
 “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 
  
 “L/C Advance” means, with respect to each Lender, such
Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. 
  
 “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the
date when made or refinanced as a Committed Borrowing. 
  
 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. 
  
 “L/C Issuer” means Bank of America in its capacity as issuer
of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. 
  
 “L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement,
if on any date of 

  

 14 








 
determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 
  
 “Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

  
 “Lending Office” means, as to any Lender, the
office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 
  
 “Letter of Credit” means any letter of credit issued
hereunder, and including the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit, but not a time draft or bankers acceptance. 
  
 “Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter
of Credit in the form from time to time in use by the L/C Issuer. 
  
 “Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). 
  
 “Letter of Credit Fee” has the meaning specified in
Section 2.03(i). 
  
 “Letter of Credit
Sublimit” means an amount equal to $50,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments. 
  
 “Leverage Ratio” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters ending on or most recently ended prior to such date. 
  
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement,
any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). 
  
 “Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a
Committed Loan or a Swing Line Loan. 
  
 “Loan
Documents” means this Agreement, each Note, each Issuer Document, the Fee Letter, and the Guaranty. 
  
 “Loan Parties” means, collectively, the Borrower and each Guarantor. 
  
 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the
operations, business, properties, liabilities (actual or contingent), condition 

  

 15 








 
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to
perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. 
  
 “Material Intellectual Property” means all Intellectual
Property relating to the conduct of the businesses of the Borrower and its Subsidiaries, other than Intellectual Property that is no longer of material value or utility to the Borrower or its Subsidiaries. 
  
 “Maturity Date” means (a) November 4, 2009 or (b) such
earlier date upon which the Aggregate Commitments may be terminated in accordance with the terms hereof. 
  
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 
  
 “Multiemployer Plan” means any employee benefit plan of the
type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 
  
 “Net Proceeds” means with respect to any sale of property by
any Person an amount equal to (a) the aggregate amount of the consideration received by such Person in respect of such sale (valued at Fair Market Value of such consideration at the time of such sale determined by the board of directors of
Borrower), minus (b) the sum of (i) all out-of-pocket costs and expenses actually incurred by such Person in connection with such sale, and (ii) all state, federal and foreign taxes incurred, or to be incurred, by the seller (assuming the
highest marginal rate were applicable to such sale) in connection with such sale. 
  
 “Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C. 
  
 “Obligations” means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 
  
 “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in
connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or 

  

 16 








 
organization and, if applicable, any certificate or articles of formation or organization of such entity. 
  
 “Other Taxes” means all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document. 
  
 “Outstanding
Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line
Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes
in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts. 
  
 “Participant” has the meaning specified in Section 10.06(d). 
  
 “PBGC” means the Pension Benefit Guaranty Corporation. 
  
 “Pension Plan” means any “employee pension benefit
plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA
Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 
  
 “Permitted Acquisition” means each Acquisition effected with
the consent and approval of the board of directors or other applicable governing body of the Person being acquired, and with the duly obtained approval of such shareholders or other holders of equity or other ownership interest as such Person may be
required to obtain, so long as (i) immediately prior to and immediately after the consummation of such Acquisition, no Default has occurred and is continuing and (ii) any Person so acquired shall become a Subsidiary or any assets so acquired shall
become the property of Borrower or a Subsidiary. 
  
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
  
 “Plan” means any “employee benefit plan” (as such
term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 
  
 “Protected Subsidiary” means (a) each Subsidiary of Dart
which owns, or licenses from a Person other than the Borrower or any Subsidiary, Intellectual Property and (b) BC International Cosmetic & Image Services, Inc. 
  

 17 








 “Receivables” means a payment owing to a Person (whether constituting an account,
chattel paper, document, instrument or general intangible) arising from the provision of merchandise, goods or services by such Person, including the right to payment of any interest or finance charges and other obligations owing to such Person.

  
 “Register” has the meaning specified in
Section 10.06(c). 
  
 “Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. 
  
 “Related Security” means with respect to any Receivable: (a) all security interests or liens and property
subject thereto from time to time securing or purporting to secure the payment of such Receivable by the Person obligated thereon, (b) all guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or
arrangements of whatever character from time to time supporting or securing payment of such Receivable, (c) all right, title and interest of the Borrower or any Subsidiary or any Securitization Entity in and to any goods (including returned,
repossessed or foreclosed goods) the sale of which gave rise to such Receivable; provided, that Related Security will not include returned goods only to the extent that all amounts required to be paid pursuant to Asset Securitizations in respect of
such goods have been paid, (d) all collections with respect to any of the foregoing, (e) all records with respect to any of the foregoing, and (f) all proceeds of such Receivable or with respect to any of the foregoing. 
  
 “Reportable Event” means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. 
  
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan
Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 
  
 “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the
aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the
portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 
  
 “Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant
treasurer, controller or assistant controller, general counsel or secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all
necessary 

  

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corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party. 
  
 “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower 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 capital stock or other Equity Interest, or on account of any return of capital to the
Borrower’s stockholders, partners or members (or the equivalent Person thereof). 
  
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto. 
  
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its
principal functions. 
  
 “Securitization Entity”
means Borrower and any wholly-owned Subsidiary of Borrower (or another Person in which Borrower or any Subsidiary of Borrower makes an Investment and to which Borrower or any Subsidiary of Borrower transfers accounts receivable and related assets)
that engages in no activities other than in connection with the financing of accounts receivable and that is designated by the board of directors of Borrower (as provided below) as a Securitization Entity, (i) no portion of the Indebtedness
(contingent or otherwise) of which (a) is guaranteed by Borrower or any Subsidiary of Borrower other than pursuant to Standard Securitization Undertakings, (b) is recourse to or obligates Borrower or any Subsidiary of Borrower in any way other than
pursuant to Standard Securitization Undertakings or (c) subjects any property or asset of Borrower or any Subsidiary of Borrower, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings, (ii) with which neither Borrower nor any Subsidiary of Borrower has any material contract, agreement, arrangement or understanding other than on terms no less favorable to Borrower or such Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of Borrower, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, and (iii) to which neither Borrower nor any
Subsidiary of Borrower has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the board of directors of Borrower shall be
evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution of the board of directors of Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such
designation complied with the foregoing conditions. 
  
 “Senior Indebtedness” means all Consolidated Funded Indebtedness other than Subordinated Indebtedness. 
  
 “Senior Notes” means the Series 2001-A 7.91% senior notes in the amount of $150,000,000 issued pursuant to that certain Note Purchase
Agreement dated as of July 15, 2001 by and among Tupperware Finance and certain purchasers party thereto from time to time. 
  

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 “Senior Notes Guaranty” means that certain Guaranty Agreement dated July 15, 2001 by and
among Borrower and certain purchasers party thereto from time to time delivered in connection with the Senior Notes. 
  
 “Shareholders’ Equity” means, as of any date of determination for the Borrower and its Subsidiaries on a consolidated basis,
shareholders’ equity as of that date determined in accordance with GAAP. 
  
 “Solvent” means, when used with respect to any Person, that at the time of determination: 
  
 (a) the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly basis) is in excess of the total amount of its
liabilities, including Contingent Obligations; and 
  
 (b) it is
then able and expects to be able to pay its debts as they mature; and 
  
 (c) it has capital sufficient to carry on its business as conducted and as proposed to be conducted. 
  
 “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Borrower or any
Subsidiary of Borrower that are reasonably customary in accounts receivable securitization transactions. 
  
 “Subordinated Indebtedness” means all unsecured Indebtedness of Borrower (excluding “back-to-back” borrowings in foreign
currencies by Subsidiaries operating in countries outside of the United States and Canada for which there are related deposits or receivables of equivalent amounts so long as (y) such borrowings are not included in Consolidated Funded Indebtedness
under GAAP and (z) the borrowing arrangements include rights of offset allowing defaulted principal and accrued interest to be offset against the related repayment obligation) which shall contain or have applicable thereto subordination provisions
providing for the subordination thereof to other Indebtedness of Borrower (including, without limitation, the obligations of Borrower under the Senior Notes Guaranty). 
  
 “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or
other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 
  
 “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor 

  

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transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind,
and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. 
  
 “Swap Termination Value” means, in respect of any one or
more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
  
 “Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to
Section 2.04. 
  
 “Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
  
 “Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. 
  
 “Swing Line Loan” has the meaning specified in Section 2.04(a). 
  
 “Swing Line Loan Notice” means a notice of a Swing Line
Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B. 
  
 “Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Commitments. 
  
 “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating
obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 
  
 “Taxes” means all present or future taxes, levies, imposts,
duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 
  

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 “Threshold Amount” means $10,000,000. 
  
 “Total Outstandings” means the aggregate Outstanding Amount
of all Loans and all L/C Obligations. 
  
 “Tupperware
Finance” means Tupperware Finance Company B.V., a company organized under the laws of The Netherlands and a Subsidiary of the Borrower. 
  
 “Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. 
  
 “Unfunded Pension Liability” means the excess of a Pension
Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for
the applicable plan year. 
  
 “United States” and
“U.S.” mean the United States of America. 
  
 “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 
  
 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document: 
  
 (a) The definitions
of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be
construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law
or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
  

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 (b) In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to
and including.” 
  
 (c) Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
  
 1.03 Accounting Terms. (a) Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. 
  
 (b) Changes in GAAP. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend
such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 
  
 1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest
number). 
  
 1.05 Times of Day. Unless otherwise
specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 
  
 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Documents related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at
such time. 
  

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 ARTICLE II.

 THE COMMITMENTS AND CREDIT EXTENSIONS 
  
 2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a
“Committed Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided,
however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Within the
limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may
be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 
  
 2.02 Borrowings, Conversions and Continuations of Committed Loans.  
  
 (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made
upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of
any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each telephonic notice
by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each
Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing
of or conversion to Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans
shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 
  

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 (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the
Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 or Section 4.03, as the case
may be, (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the
Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. 
  
 (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. 
  
 (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any
Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime
rate used in determining the Base Rate promptly following the public announcement of such change. 
  
 (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 
  
 2.03 Letters of Credit. 
  
 (a) The Letter of Credit Commitment. 
  
 (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set
forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, and to amend or extend
Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower
and any drawings thereunder; provided that after giving effect to any L/C 

  

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Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be
deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof,
the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and
reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 
  
 (ii) The L/C Issuer shall not issue any Letter of Credit,
if: 
  
 (A) subject to Section
2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 
  
 (B) the expiry date of such requested Letter of Credit would
occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. 
  
 (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: 
  
 (A) any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with
respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; 
  
 (B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; 
  

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 (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such
Letter of Credit is in an initial stated amount less than $50,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit; 
  
 (D) such Letter of Credit is to be denominated in a currency other than Dollars; 
  
 (E) such Letter of Credit contains any provisions for
automatic reinstatement of the stated amount after any drawing thereunder; or 
  
 (F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting
Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender. 
  
 (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such
time to issue such Letter of Credit in its amended form under the terms hereof. 
  
 (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time
to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. 
  
 (vi) The L/C Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in
Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 
  

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.  
  
 (i) Each Letter of Credit shall be issued or amended, as the
case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such
Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular
instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) 

  

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the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing
thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of
the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require. 
  
 (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written
notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article
IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit. 
  
 (iii) If the Borrower so requests in any applicable Letter
of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such
Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not
later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to
make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of
Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted,
or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the 

  

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provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or
before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower
that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. 
  
 (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an
advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 
  
 (c) Drawings and Reimbursements; Funding of Participations.

  
 (i) Upon receipt from the beneficiary of any
Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit
(each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the
Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the
Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the
L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice. 
  
 (ii) Each
Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to
have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer. 
  
 (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the
conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed 

  

 29 








 
Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default
Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute
an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. 
  
 (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer. 
  
 (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for
amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a
Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with
interest as provided herein. 
  
 (vi) If any
Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such
payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation. A certificate of the
L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 
  
 (d) Repayment of Participations. 
  
 (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any
Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately
adjusted, 

  

 30 








 
in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those
received by the Administrative Agent. 
  
 (ii) If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement. 
  
 (e)
Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly
in accordance with the terms of this Agreement under all circumstances, including the following: 
  
 (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 
  
 (ii) the existence of any claim, counterclaim, setoff,
defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or
any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 
  
 (iii) any draft, demand, certificate or other document
presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document
required in order to make a drawing under such Letter of Credit; 
  
 (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C
Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee
of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or 
  
 (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. 
  

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 The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is
delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim
against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 
  
 (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any
sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the
L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or
with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document
or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that
this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after
the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that
appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 
  
 (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains
outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder.
For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and 

  

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the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America. 
  
 (h)
Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall
apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter
of Credit. 
  
 (i) Letter of Credit Fees. The Borrower
shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate
times the daily maximum amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each
Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the
Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 
  
 (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own
account a fronting fee in amount equal to 1/8 of 1% per annum with respect to each Letter of Credit computed on the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears, and due and payable on the first
Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own
account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable. 
  
 (k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 
  

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 2.04 Swing Line Loans. 
  
 (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance
upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations
of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage
of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a
Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. 
  
 (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed,
which shall be a minimum of $1,000,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing
Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or
in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line
Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in
Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan
available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. 
  

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 (c) Refinancing of Swing Line Loans. 
  
 (i) The Swing Line Lender at any time in its sole and
absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable
Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section
2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing
Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified
in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed
Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so
received to the Swing Line Lender. 
  
 (ii) If
for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to
be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section
2.04(c)(i) shall be deemed payment in respect of such participation. 
  
 (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section
2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking
industry rules on interbank compensation. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

  
 (iv) Each Lender’s obligation to make
Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have 

  

 35 








 
against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set
forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 
  
 (d) Repayment of Participations. 
  
 (i) At any time after any Lender has purchased and funded a
risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. 
  
 (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line
Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the
Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The
Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 
  
 (e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable
Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender. 
  
 (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender. 
  
 2.05 Prepayments.

  
 (a) The Borrower may, upon notice to the Administrative
Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business
Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each 

  

 36 








 
case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower,
the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. 
  
 (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to
the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000 or any whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount
of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 
  
 (c) If for any reason the Total Outstandings at any time exceed the Aggregate
Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash
Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. 
  
 2.06 Termination or Reduction of Commitments. (a) The Borrower may,
upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate
or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate
Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the
Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 
  
 (b) In the event the Borrower shall be required to use the Net Proceeds from the transfer of assets to repay Senior Indebtedness as provided in Section
7.05 and such Net 

  

 37 








 
Proceeds are applied to prepay Outstanding Amounts, the Aggregate Commitments shall be permanently reduced by the amount of such Net Proceeds paid to the
Lenders and so applied. In the event such Net Proceeds are used to repay outstanding commercial paper of the Borrower or any Subsidiary, the Aggregate Commitments shall be permanently reduced by the principal amount of commercial paper so paid.

  
 2.07 Repayment of Loans. 
  
 (a) The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Committed Loans outstanding on such date. 
  
 (b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date. 
  
 2.08 Interest. 
  
 (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate. 
  
 (b) (i) If any amount of principal of any Loan is not paid when due (without
regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws. 
  
 (ii) If any
amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the
Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
  
 (iii) Upon the request of the Required Lenders, while any
Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable
Laws. 
  
 (iv) Accrued and unpaid interest on
past due amounts (including interest on past due interest) shall be due and payable upon demand. 
  
 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after 

  

 38 








 
judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 
  
 2.09 Fees. In addition to certain fees described in subsections (i) and (j) of Section 2.03:

  
 (a) Facility Fee. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments, regardless of usage. The facility fee shall
accrue at all times from the Closing Date until the Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing
Date, and on the Maturity Date. The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect. The facility fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met. 
  
 (b) Arrangement and Agent Fees. The Borrower shall pay an arrangement
fee to the Arranger for the Arranger’s own account, and shall pay an agency fee to the Administrative Agent for the Administrative Agent’s own account, in the amounts and at the times specified in the Fee Letter. Such fees shall be fully
earned when paid and shall be nonrefundable for any reason whatsoever, except that in the year of termination the agency fee shall be prorated. 
  
 (c) Lenders’ Upfront Fee. On the Closing Date, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in
accordance with their respective Applicable Percentages, an upfront fee in a mutually agreeable amount. Such upfront fees are for the credit facilities committed by the Lenders under this Agreement and are fully earned on the date paid. The upfront
fee paid to each Lender is solely for its own account and is nonrefundable for any reason whatsoever. 
  
 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of
America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 
  
 2.11 Evidence of Debt. 
  
 (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary 

  

 39 








 
course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of
the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

  
 (b) In addition to the accounts and records referred to in
subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of
manifest error. 
  
 2.12 Payments Generally; Administrative
Agent’s Clawback. 
  
 (a) General. All payments to
be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent
will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the
Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 
  

(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed
Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to 

  

 40 








 
pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay
such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the
applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the
Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 
  
 (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation. 
  
 A notice of
the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 
  
 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender
as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 
  
 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund
participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment
under 

  

 41 








 
Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c). 
  
 (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 
  
 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be
equitable, 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 Committed Loans and other amounts owing them, provided
that: 
  
 (i) if any such participations or
subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

  
 (ii) the provisions of this Section shall not
be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of
its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). 
  
 The 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 the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such participation. 
  
 2.14 Increase in Commitments. 
  
 (a) Request for Increase. Provided there exists no Default and there has been no voluntary reduction of the Aggregate Commitments pursuant to Section 2.06, upon notice to the Administrative Agent (which shall promptly notify
the Lenders), the Borrower may request, 

  

 42 








 
from time to time, an increase in the Aggregate Commitments (but without increasing the Letter of Credit Sublimit or Swing Line Sublimit) by an amount not
exceeding in the aggregate $50,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof and (ii) the Borrower may make a maximum of two
such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Lenders). 
  
 (b)
Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable
Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. 
  
 (c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the
Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld), the Borrower
may thereafter also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. 
  
 (d) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the
Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date. 
  
 (e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient
copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that,
before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 
  
 (f) Conflicting Provisions. This Section shall supersede any
provisions in Sections 2.13 or 10.01 to the contrary. 
  

 43 








  
 ARTICLE III.

 TAXES, YIELD PROTECTION AND ILLEGALITY 
  

3.01 Taxes. 
  
 (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from
such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as
the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law. 
  
 (b) Payment of
Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
  
 (c) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. 
  
 (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent. 
  
 (e)
Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a
party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the


  

 44 








 
Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. 
  
 Without limiting the generality of the foregoing, in the event that the
Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

  
 (i) duly completed copies of Internal Revenue
Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, 
  
 (ii) duly completed copies of Internal Revenue Service Form W-8ECI, 
  
 (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of
section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or 
  
 (iv) any other form prescribed by applicable law as a basis
for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction
required to be made. 
  
 Without limiting the obligations of the
Lenders set forth above regarding delivery of certain forms and documents to establish each Lender’s status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or the Company, as the
Administrative Agent or the Company shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction,
duly executed and completed by such Lender, as are required under such Laws to confirm such Lender’s entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender
outside of the U.S. by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in such other jurisdiction. Additionally, the Borrower shall promptly deliver to the Administrative Agent
or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any
jurisdiction, duly executed and completed by the Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes 

  

 45 








 
or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction. 
  
 (f) Treatment of Certain Refunds. If the Administrative Agent, any
Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to
this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund),
provided that the Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. 
  
 3.02 Illegality. If any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar
Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all
Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully
continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 
  
 3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with
any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate
Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to
a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the 

  

 46 








 
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a
request for a Committed Borrowing of Base Rate Loans in the amount specified therein. 
  
 3.04 Increased Costs; Reserves on Eurodollar Rate Loans. 
  
 (a) Increased Costs Generally. If any Change in Law shall: 
  
 (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer; 
  
 (ii) subject any Lender or the L/C Issuer to any tax of any
kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except
for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or 
  
 (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or
expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; 
  
 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make
any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount
of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the
case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 
  
 (b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or
the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C
Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s 

  

 47 








 
holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered. 
  
 (c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts
necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay
such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 
  
 (d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of
this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to
above shall be extended to include the period of retroactive effect thereof). 
  
 (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including
Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such
Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10
days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable
10 days from receipt of such notice. 
  
 3.05
Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred
by it as a result of: 
  
 (a) any continuation, conversion,
payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
  
 (b) any failure by the Borrower (for a reason other than the failure of such
Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or 
  

 48 








 (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period
therefor as a result of a request by the Borrower pursuant to Section 10.13; 
  
 including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 
  
 For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate
Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded. 
  
 3.06 Mitigation Obligations; Replacement of
Lenders. 
  
 (a) Designation of a Different Lending
Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any
Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the
need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
  
 (b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13. 
  
 3.07 Survival. All of the Borrower’s obligations under
this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder. 
  
 ARTICLE IV. 
 CONDITIONS PRECEDENT TO
CREDIT EXTENSIONS 
  
 4.01 Conditions of Initial
Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: 
  
 (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in 

  

 49 








 
the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative
Agent and each of the Lenders: 
  
 (i) executed
counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; 
  
 (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 
  
 (iii) such certificates of resolutions or other action,
incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; 
  
 (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly
organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization and in the jurisdiction in which its chief executive office is located; 
  
 (v) a favorable opinion of counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; 
  
 (vi) a certificate of a Responsible Officer of each Loan
Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party,
and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; 
  
 (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in
Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; 
  
 (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower; 
  
 (ix) evidence that all insurance required to be maintained
pursuant to the Loan Documents has been obtained and is in effect; 
  
 (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated; and 
  

 50 








 (xi) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. 
  
 (b) Any fees required to be paid on or before the Closing Date shall have been paid. 
  
 (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel
to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or
to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 
  
 Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other
matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

  
 4.02 Conditions to all Credit Extensions (other than
CP Backup Advances) and Conversions and Continuations. The obligation of each Lender to honor any Request for Credit Extension (other than Requests for Credit Extension for CP Backup Advances or Request for Credit Extension requesting only a
conversion of Eurodollar Rate Loans to Base Rate Loans) is subject to the following conditions precedent: 
  
 (a) The representations and warranties contained in Article V or in any other Loan Document shall be true and correct on and as of the date of such
Credit Extension, conversion or continuation, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of
this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01. 
  
 (b) No Default shall exist, or would result from
such proposed Credit Extension, conversion or continuation. 
  
 (c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 
  
 (d) The Administrative Agent shall have received, in form and substance
satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require. 
  
 Each Request for Credit Extension submitted by the Borrower under this Section 4.02 shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 
  

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 4.03 Conditions to CP Backup Advances. The obligation of each Lender to honor any Request
for Credit Extension requesting a CP Backup Advance is subject to the following conditions precedent: 
  
 (a) The representations and warranties contained in Article V, other than Section 5.05(c), or in any other Loan Documents shall be true and
correct on and as of the date of such CP Backup Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. 
  
 (b) No Default shall exist, or would result from such proposed Credit
Extension, conversion or continuation. 
  
 (c) The Administrative
Agent shall have received a Request for Credit Extension in accordance with the requirements hereof certifying that the Borrowing is a CP Backup Advance, which shall constitute the Borrower’s certification that the proceeds of the Borrowing
requested will be used solely to repurchase commercial paper of the Borrower maturing on or about the date of such requested Borrowing and that the Borrower is unable to issue additional commercial paper to fund such repurchase upon terms set forth
in the Borrower’s CP Program Documents. 
  
 Each Request for
Credit Extension submitted by the Borrower under this Section 4.03 shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension. 
  
 ARTICLE V. 
 REPRESENTATIONS AND WARRANTIES 
  
 The Borrower represents and warrants to the Administrative Agent and the Lenders that: 
  
 5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party (a) is a corporation duly
organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all governmental licenses, authorizations, consents and approvals to
own its assets, carry on its business and to execute and deliver, and perform its obligations under, the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business requires such qualification or license, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance in all material respects with all Laws. 
  
 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person
is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Person’s Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any Contractual Obligation to which the Person is a party or any order, injunction, writ or decree of any Governmental 

  

 52 








 
Authority or arbitral award to which such Person or its property is subject; or (c) violate any Law. 
  
 5.03 Governmental Authorization and Third-Party Authorization.
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or
enforcement against, any Loan Party of this Agreement or any other Loan Document. 
  
 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement
constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). 
  
 5.05 Financial Statements; No Material Adverse Effect.  
  
 (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. 
  
 (b) The unaudited consolidated balance sheet of the Borrower and its
Subsidiaries dated June 26, 2004, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and
its consolidated Subsidiaries as of the Closing Date not otherwise reflected on such financial statements, including liabilities for taxes, material commitments and Indebtedness. 
  
 (c) Since the date of the Audited Financial Statements, there has been no event or circumstance that has had or could
reasonably be expected to have a Material Adverse Effect. 
  
 5.06 Litigation. Except as specifically disclosed in Schedule 5.06, there are no investigations by any Governmental Authority or actions, suits, proceedings, claims or disputes pending or, to the knowledge of the
Borrower after due and diligent investigation, threatened or 

  

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contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of
their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) could reasonably be expected to have a Material Adverse Effect. 
  
 5.07 No Default. Neither the Borrower nor any Subsidiary is in
default under or with respect to any Contractual Obligation that could be reasonably expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document. 
  
 5.08 Ownership
of Property; Liens. Each of the Borrower and its Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects
in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by
Section 7.01. 
  
 5.09 Environmental Compliance.
The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their
respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. 
  
 5.10 Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts (after giving effect to any
self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or its
Subsidiaries operate. 
  
 5.11 Taxes. Except as set
forth in Schedule 5.11, the Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect. 
  
 5.12 ERISA Compliance. 
  
 (a) Each Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the 

  

 54 








 
IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has
occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have complied in all material respects with the requirements of Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. 
  
 (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Pension Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Pension Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect. 
  
 (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability in excess of $20,000,000; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor
any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except for an event described in clause (i), (iii) or (iv) of this paragraph (c) which individually, or in the aggregate with all other such
events, could not reasonably be expected to have a Material Adverse Effect. 
  
 5.13 Subsidiaries. The Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 and has no equity investments in any other corporation or entity other than
those specifically disclosed in Part (b) of Schedule 5.13. 
  
 5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.  
  
 (a) The proceeds of the borrowings made hereunder will be used by the Borrower only for the purposes expressly authorized herein. None of such proceeds
will be used, directly or indirectly, for any purpose which violates or which would be inconsistent with Regulation U or Regulation X of the FRB. 
  
 (b) None of the Borrower, any Person controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company”
of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is
or is required to be registered as an “investment company” under the Investment Company Act of 1940. 
  
 5.15 Disclosure. No statement, information, report, representation, or warranty made by any Loan Party in any Loan Document or furnished to
the Administrative Agent or any 

  

 55 








 
Lender by or on behalf of any Loan Party in connection with any Loan Document contains any untrue statement of a material fact or omits any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 
  
 5.16 Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all Intellectual Property
that is reasonably necessary for the operation of their respective businesses. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower or any Subsidiary, which is material to business of the Borrower and its Subsidiaries taken as a whole, infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule
5.16, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is
pending or, to the knowledge of the Borrower, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect. 
  
 5.17 Solvency. The Borrower and its Subsidiaries, taken as a whole, are Solvent after giving effect to the transactions contemplated
by the Loan Documents. 
  
 5.18 Compliance with
Laws. The Borrower and its Subsidiaries are in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which
(a) such requirements of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect. 
  
 ARTICLE VI.

 AFFIRMATIVE COVENANTS 
  
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to: 
  
 6.01 Financial Statements. Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 
  
 (a) as soon as available, but in any event within 105 days after the end of each fiscal year of the Borrower (or if earlier, 15 days after the date
required to be filed with the SEC (without giving effect to any extension)), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the amounts for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a
report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable 

  

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to the Required Lenders (it being understood that any of the four largest public accounting firms having its principal place of business in the United States
shall be acceptable without approval of the Required Lenders) as to whether such financial statements are free of material misstatement, which report and opinion shall be prepared in accordance with audit standards of the Public Company Accounting
Oversight Board and shall not be subject to any qualifications or exceptions as to the scope of the audit with respect to the absence of material misstatement or as to the going concern status of the Borrower; and 
  
 (b) as soon as available, but in any event within 50 days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower (or if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension)), a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended,
as applicable (as required to be filed with the SEC), setting forth in each case in comparative form the figures for the corresponding fiscal quarter of (or, in the case of the balance sheet, as of the end of) the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal, recurring year end adjustments and the absence of certain footnotes. 
  
 6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders: 
  
 (a)
concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants rendering an opinion on such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth in Section 7.11 or, if any such Default shall exist, stating the nature and status of such event; 
  
 (b) concurrently with the delivery of the financial statements referred to in
Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; 
  
 (c) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports or management letters submitted to the
board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them; 
  
 (d) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file
with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and 
  

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 (e) promptly, such additional information regarding the business, financial or corporate affairs of the
Borrower or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request. 
  
 Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the
Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any
Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender
(by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents. 
  
 The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be
deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary)
with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
“Public Investor”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Investor”. 
  

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 6.03 Notices. Promptly notify the Administrative Agent and each Lender: 
  
 (a) of the occurrence of any Default; 
  
 (b) of any matter that has resulted or could reasonably be expected to result
in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or
any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; 

 
 (c) of any litigation, investigation or proceeding affecting the Borrower
or any Subsidiary in which the amount involved (excluding amounts covered by applicable insurance as to which no reservation of rights is in effect) exceeds the Threshold Amount, or in which injunctive relief or similar relief is sought, which
relief could reasonably be expected to have a Material Adverse Effect; 
  
 (d) of the occurrence of any ERISA Event; 
  
 (e) of any
material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary;  
  
 (f) of any public or private announcement by Moody’s or S&P of any change in a Debt Rating or change in outlook as to the Borrower; and

  
 (g) Each notice pursuant to this Section shall be accompanied
by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached. 
  
 6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are
being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained
in any instrument or agreement evidencing such Indebtedness. 
  
 6.05 Preservation of Existence, Etc. Except in a transaction permitted by Section 7.04 or 7.05, preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization; take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, and preserve or renew all of its registered Intellectual
Property, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 
  

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 6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties
and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could
not reasonably be expected to have a Material Adverse Effect. 
  
 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such
other Persons. 
  
 6.08 Compliance with Laws and Contractual
Obligations. Comply in all material respects with the requirements of all Laws and Contractual Obligations applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or Contractual Obligation
is being contested in good faith by appropriate proceedings diligently conducted or a bona fide dispute exists with respect thereto or (ii) with respect to Contractual Obligations only, the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect. 
  
 6.09 Books and
Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the
Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such
Subsidiary, as the case may be. 
  
 6.10 Inspection Rights.
Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and
to discuss its affairs, finances and accounts with its officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and,
prior to an Event of Default, at the expense of the Lenders; provided, however, that when an Event of Default has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or
independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. 
  
 6.11 Compliance with ERISA. Do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Pension Plan in compliance
in all material respects with the applicable provisions of ERISA, the Code and other Federal or state law; (b) cause each Pension Plan which is qualified under Section 401(a) of the Code to maintain such qualification; and (c) comply in all material
respects with the requirements of Section 412 of the Code. 
  
 6.12 Use of Proceeds. Use the proceeds of the Credit Extensions (i) for working capital, capital expenditures, and other general corporate purposes not in contravention of any 

  

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Law or of any Loan Document; (ii) to refinance all indebtedness outstanding under the Existing Credit Facility; and (iii) to provide CP Backup Advances as
commercial paper liquidity. 
  
 6.13 Protected Subsidiaries and
Tupperware Finance. (a) Maintain at all times Dart or one of the Protected Subsidiaries as the legal, beneficial and, as applicable, registered or record owner or licensee from a Person other than the Borrower or any Subsidiary of all Material
Intellectual Property, (b) cause Tupperware Finance at all times (i) to continue to operate as a principal finance vehicle for the operations of the Borrower and its Subsidiaries located outside of the United States and (ii) to continue to operate
its business substantially as heretofore conducted and (c) cause each Guarantor to be at all times a wholly-owned Subsidiary. 
  
 6.14 Maintain Principal Line of Business. Maintain on a consolidated basis the principal line of business of the Borrower and its Subsidiaries as
it exists on the Closing Date. 
  
 ARTICLE VII. 

NEGATIVE COVENANTS 
  
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly: 
  
 7.01 Liens. Create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following: 
  
 (a) Liens created or
arising pursuant to any Loan Document; 
  
 (b) Liens existing on
the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby does not
increase the maximum outstanding principal amount of such obligations; 
  
 (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance
with GAAP; 
  
 (d) carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business with respect to which the obligation secured thereby is not overdue for a period of more than 30 days or which are being contested
in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 
  
 (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment
insurance and other social security legislation, other than any Lien imposed by ERISA; 
  

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 (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness),
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 
  
 (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 
  
 (h) Liens securing judgments for the payment of money in an aggregate amount not in excess of the Threshold Amount (except
to the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of more than 30 consecutive days during which
execution is not effectively stayed; 
  
 (i) Liens securing (i)
indebtedness of a Subsidiary to the Borrower or a Guarantor, or (ii) Indebtedness of any Subsidiary other than Dart or a Protected Subsidiary, to any wholly-owned Subsidiary; 
  
 (j) Liens of a consignor of merchandise to the Borrower or any Subsidiary on such consignor’s merchandise; 

 
 (k) Liens in addition to those described in clauses (a) through (j) above
on assets other than equity interests in any Subsidiary securing Indebtedness other than Intercompany Indebtedness (including Indebtedness committed to the Borrower or any Subsidiary but not advanced) in aggregate outstanding principal amount not to
exceed $35,000,000 at any time; 
  
 (l) Liens on Receivables
subject to Asset Securitizations and any Related Security therefor. 
  
 7.02 Investments. Make any Investments, except: 
  
 (a) those permitted by subsections (b) through (g) plus those that are existing on the date hereof and listed on Schedule 7.02; 
  
 (b) Investments held by the Borrower or a Subsidiary in the form of cash equivalents or short-term marketable securities; 
  
 (c) advances to officers, directors and employees of the Borrower and
Subsidiaries existing on the date hereof which are listed on Schedule 7.02; 
  
 (d) Investments of any Subsidiary in the Borrower or of the Borrower or any Subsidiary in another Subsidiary; 
  
 (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or
services or the sale of real estate in the ordinary course of business (including, without limitation, the sale or other disposition of the properties listed on Schedule 7.05 hereto), and Investments received in satisfaction or partial


  

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satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; 
  
 (f) Permitted Acquisitions; 
  
 (g) Investments permitted by Section 7.04; and 
  
 (h) other Investments in aggregate outstanding principal amount not to
exceed, at any time, $25,000,000. 
  
 7.03 Indebtedness.
Allow or permit any Subsidiary other than Tupperware Finance to create, incur, assume or suffer to exist any Indebtedness other than (a) Indebtedness existing on the date hereof set forth on Schedule 7.03, (b) Guarantees of Dart guaranteeing
Senior Indebtedness (other than Guarantees) incurred by the Borrower or Tupperware Finance, (c) Intercompany Indebtedness and Indebtedness of any Subsidiary to another Subsidiary of the Borrower, or (d) Indebtedness of Subsidiaries other than
Protected Subsidiaries, without duplication for any Guarantees permitted hereunder of any Subsidiary guaranteeing or in effect guaranteeing Indebtedness of a Subsidiary, in an aggregate outstanding principal amount (including Indebtedness of such
Subsidiaries described on Schedule 7.03) not greater than $100,000,000; provided that any Indebtedness guaranteed by Dart or Tupperware Finance shall be Senior Indebtedness. 
  
 7.04 Fundamental Changes. Merge, consolidate with or into, or convey, transfer, lease or otherwise Dispose of
(whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

  
 (a) any Subsidiary may merge with or sell substantially all
its assets (upon voluntary liquidation or otherwise) to the Borrower, provided that, if a merger, the Borrower shall be the continuing or surviving Person; 
  
 (b) any Subsidiary other than Dart or a Protected Subsidiary may merge with or sell substantially all its assets (upon
voluntary liquidation or otherwise) to any one or more Subsidiaries, provided that if the seller in a sale of assets transaction is a wholly-owned Subsidiary, then the purchaser must also be a wholly-owned Subsidiary; 
  
 (c) Any Subsidiary of Dart may merge with and into Dart, merge with any other
Subsidiary of Dart, or sell substantially all of its assets (upon voluntary liquidation or otherwise) to Dart or another Subsidiary of Dart; provided that if the seller in such sale of assets transaction is a wholly-owned Subsidiary, then the
purchaser must be a wholly-owned Subsidiary; and 
  
 (d) Any
Subsidiary of Tupperware Finance may merge with and into Tupperware Finance, merge with any other Subsidiary of Tupperware Finance, or sell substantially all of its assets (upon voluntary liquidation or otherwise) to Tupperware Finance or another
Subsidiary of Tupperware Finance; provided that if the seller in such sale of assets transaction is a wholly-owned Subsidiary, then the purchaser must be a wholly-owned Subsidiary. 
  

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 7.05 Sales of Assets. Sell, lease or otherwise dispose of any substantial part (as defined below)
of the assets of Borrower and its Subsidiaries; provided, however, that Borrower or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of Borrower and its Subsidiaries if such assets
are sold in an arms length transaction and, at such time and after giving effect thereto, no Default shall have occurred and be continuing and an amount equal to the Net Proceeds, including proceeds from any Asset Securitization, received from such
sale, lease or other disposition shall be used within 365 days of such sale, lease or disposition, in any combination: 
  
 (a) to acquire productive assets used or useful in carrying on the business of Borrower and its Subsidiaries and having a value at least equal to the
value of such assets sold, leased or otherwise disposed of; or 
  
 (b) to prepay or retire commercial paper of Borrower and/or its Subsidiaries or to prepay Outstanding Amounts. 
  
 As used in this Section 7.05, a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of
Borrower and its Subsidiaries if the book value of all other assets sold, leased or otherwise disposed of by Borrower and its Subsidiaries during any period of 24 consecutive months, exceeds 20% of the book value of Consolidated Total Assets,
determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (i) sale or disposition of assets in
the ordinary course of business of Borrower and its Subsidiaries, (ii) any transfer of assets from Borrower to a wholly-owned Subsidiary or from any Subsidiary to Borrower, (iii) any Excluded Sale Leaseback Transaction and (iv) any sale or other
disposition of the properties listed on Schedule 7.05 hereto. 
  
 7.06 ERISA. At any time engage in a transaction which could be subject to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any non-exempt “prohibited transaction” (as defined in Section 4975 of the
Code); (b) fail to comply with ERISA or any other applicable Laws; or (c) incur any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), which, with respect to each event listed above, could reasonably be
expected to have a Material Adverse Effect. 
  
 7.07
Transactions with Affiliates. Enter into any transaction of any kind other than loans described in Section 7.02(c) with any Affiliate of the Borrower, other than for compensation and upon fair and reasonable terms with Affiliates in
transactions that are otherwise permitted hereunder no less favorable to the Borrower or Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate. 
  
 7.08 Burdensome Agreements. Enter into any Contractual Obligation that
limits the ability (a) of any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower or (b) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such
Person, other than standard and customary negative pledge provisions in property acquired with the proceeds of any capital lease or purchase money financing that extend and apply only to such acquired property. 
  

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 7.09 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose if such a use of proceeds would result in a violation of Regulation U of the FRB. 
  
 7.10 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do
so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: 
  
 (a) each Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary,
ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 
  
 (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common
Equity Interests of such Person; 
  
 (c) the Borrower and each
Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; and 
  
 (d) the Borrower may declare or pay cash dividends to its stockholders and
purchase, redeem or otherwise acquire for cash Equity Interests issued by it so long as (i) no Default exist and (ii) after giving effect to such dividend, purchase, redemption or acquisition the Fixed Charge Coverage Ratio is equal to or greater
than 1.5 to 1.0. 
  
 7.11 Financial Covenants. 

 
 (a) Consolidated Net Worth. Permit Consolidated Net Worth as of the
end of any fiscal quarter of the Borrower to be less than the sum of (A) $145,000,000, (B) an amount equal to 25% of the Consolidated Net Income earned in each fiscal quarter ending after June 26, 2004 (with no deduction for a net loss in any such
fiscal quarter) and (C) an amount equal to 100% of the aggregate increases in Shareholders’ Equity of the Borrower and its Subsidiaries after the date hereof by reason of the issuance and sale of capital stock of the Borrower (including upon
any conversion of debt securities of the Borrower into such capital stock). 
  
 (b) Interest Coverage Ratio. As of the end of any fiscal quarter, permit the Interest Coverage Ratio computed using the most recent four fiscal quarters then ended to be less than 4.0 to 1.0. 
  
 (c) Leverage Ratio. As of the end of any fiscal quarter, permit the
Leverage Ratio computed using the most recent four fiscal quarters to be greater than 3.0 to 1.0. 
  

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 7.12 Tupperware Finance. Permit at any time Tupperware Finance to engage in any business other
than incurring Indebtedness and acting as a finance conduit and related activities for the Borrower and its Subsidiaries located outside the United States. 
  
 ARTICLE VIII. 
 EVENTS OF DEFAULT AND REMEDIES 
  
 8.01 Events
of Default. Any of the following shall constitute an Event of Default: 
  
 (a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or any L/C Obligation, or (ii) within three days after the same becomes due interest
on any Loan or on any L/C Obligation, or any facility, utilization or other fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 
  
 (b) Specific Covenants. The Borrower fails to perform or observe any
term, covenant or agreement (i) contained in any of Section 6.03, 6.05 (with respect to maintaining the continued existence of any Loan Party), 6.10, 6.12, 6.13 or 6.14 or Article VII (other than
Section 7.07 or 7.08) or (ii) contained in either Section 7.07 or 7.08 and such failure continues for five days; or 
  
 (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after notice of such default shall have been given to the Borrower by the Administrative Agent; or 
  
 (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when
made or deemed made; or 
  
 (e) Cross-Default. (i) The
Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Contingent Obligation (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Contingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Contingent Obligation (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise) prior to its stated maturity, or such Contingent
Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of 

  

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default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater
than the Threshold Amount; or 
  
 (f) Insolvency Proceedings,
Etc. The Borrower or any of its Subsidiaries institutes or takes any action to indicate its consent to or approval of the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies
for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or
to all or any part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding, or the Borrower or any of its Subsidiaries
shall take any corporate action to authorize any of the actions set forth in this subsection (f); or 
  
 (g) Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to
pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within
60 days after its issue or levy; or 
  
 (h) Judgments.
There is entered against the Borrower or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage), or (ii) any non-monetary final judgment that has, or could reasonably be expected to have, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 
  
 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could
reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to
pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

  
 (j) Invalidity of Loan Documents. Any Loan Document, at
any time after its execution and delivery and for any reason other than the agreement of all the Lenders or satisfaction in full of all the Obligations, ceases to be in full force and effect, or is declared by a court of competent jurisdiction to be
null and void, invalid or unenforceable in any respect; or 

  

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any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan
Document; or 
  
 (k) Change of Control. There occurs any
Change of Control with respect to the Borrower. 
  
 8.02
Remedies Upon Event of Default. If any Event of Default occurs, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, 
  
 (a) declare the commitment of each Lender to make Loans, the commitment of the Swing Line Lender to make Swing Line Loans,
and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 
  
 (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 
  
 (c) require that the Borrower Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof) plus the Letter of Credit fees payable with respect to such Letter of Credit (calculated at the Applicable Rate then in effect for the period from the date of such cash collateralization until the
expiry date of such Letter of Credit); and 
  
 (d) exercise on
behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; 
  
 provided, however, that upon the occurrence of any event specified in subsection (f) of Section 8.01, the obligation of each Lender to make Loans and
any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 
  
 8.03 Application of Funds. After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative Agent in the following order: 
  
 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; 
  

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders and the L/C Issuer 

  

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(including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably
among them in proportion to the amounts described in this clause Second payable to them; 
  
 Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations,
ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; 
  
 Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and
the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; 
  
 Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit; and 
  
 Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. 
  
 Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy
drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in
the order set forth above. 
  
 ARTICLE IX. 
 ADMINISTRATIVE AGENT 
  
 9.01 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party
shall have rights as a third party beneficiary of any of such provisions. 
  
 9.02 Rights as a Lender. The Person 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 the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 
  

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 9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: 
  
 (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing; 
  
 (b) shall not
have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any
action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and 
  
 (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the 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 (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer. 
  
 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 this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
  
 9.04 Reliance by Administrative Agent. 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 (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have


  

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been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making
of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless
the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrower), 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. 
  
 9.05 Delegation of Duties. The Administrative Agent may perform
any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document 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 of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article 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. 
  
 9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its
resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and
shall not be required if an Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 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 L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted
such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and
(2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their 

  

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respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent. 
  
 Any resignation by Bank of America as
Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder
or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring
L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 
  
 9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or any of their Related Parties 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 and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties 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. 
  
 9.08 No Other Duties, Etc. Anything herein to the contrary
notwithstanding, none of the Bookrunners, Arrangers or Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder. 
  
 9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 
  

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and 

  

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the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and 
  
 (b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; 
  
 and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04. 
  
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

  
 ARTICLE X. 
 MISCELLANEOUS 
  
 10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure
by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders
directly affected thereby and by the Borrower, and acknowledged by the Administrative Agent, do any of the following: 
  
 (a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02); 
  
 (b) extend or postpone any date fixed by this Agreement or any other Loan
Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document; 
  
 (c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso below) any
fees or other amounts payable hereunder or under any other Loan Document; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any
obligation of the Borrower to pay interest at the Default Rate; 
  

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 (d) change the percentage of the Aggregate Commitments or of the aggregate unpaid principal amount of the
Loans and L/C Obligations which is required for the Lenders or any of them to take any action hereunder; 
  
 (e) except as provided in Section 2.14, change the Applicable Percentage of any Lender; 
  
 (f) amend this Section, or Section 2.13, or any provision herein
providing for consent or other action by all the Lenders; or 
  
 (g) release any Guarantor; 
  
 and, provided further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Required Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the L/C Issuer under this Agreement or
any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Required Lenders or each
directly-affected Lender, as the case may be, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the
Required Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Agent/Arranger Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the respective parties thereto. Notwithstanding anything to the contrary herein, any Lender that has a Applicable Percentage of zero shall not have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the pro rata share of such Lender may not be increased without the consent of such Lender. 
  
 10.02 Notices; Effectiveness; Electronic Communication.  
  
 (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in subsection (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
telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 
  
 (i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address,
telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 
  
 (ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its
Administrative Questionnaire. 
  
 Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours
for the recipient, shall be deemed to have been given at the opening of business on the next business 

  

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day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in
such subsection (b). 
  
 (b) Electronic Communications.
Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication. The Administrative Agent or the Borrower 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. 
  
 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and
identifying the website address therefor. 
  
 (c) Change of
Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.
Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. 
  
 (d) Reliance by Administrative Agent, L/C Issuer and Lenders.
The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i)
such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given
by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

 
 10.03 No Waiver; Cumulative Remedies. No failure by any
Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, 

  

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remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law. 
  
 10.04 Expenses;
Indemnity; Damage Waiver.  
  
 (a) Costs and Expenses.
The Borrower 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 counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery 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 L/C Issuer 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 Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any
Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with
this Agreement and the other Loan Documents, including its rights under this Section, or (B) 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. 
  
 (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, 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 reasonable fees, charges and disbursements of any
counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee
by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer 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 Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 Borrower or any other Loan Party, and
regardless of whether 

  

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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 (x) 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 or (y) result from a claim
brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction. 
  
 (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative
Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing and without relieving the Borrower of its obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the
L/C Issuer or such Related Party, 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, 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 (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section
2.12(d). 
  
 (d) Waiver of Consequential Damages, Etc.
To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, 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, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 
  
 (e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand
therefor. 
  
 (f) Survival. The agreements in this Section
shall survive the resignation of the Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 
  
 10.05 Payments Set Aside. To the extent that any payment by or
on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared 

  

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to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or
such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal
Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 
  
 10.06 Successors and Assigns.  
  
 (a) Successors and Assigns Generally. 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, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of
this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any
other attempted assignment or transfer by any party hereto shall be null and void). 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, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement. 
  
 (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that 
  
 (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the
Commitment is not then in effect, the principal outstanding balance of the 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default 

  

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has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); 
  
 (ii) 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 with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans;

  
 (iii) any assignment of a Commitment must be
approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender (such approval not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise
qualify as an Eligible Assignee); and 
  
 (iv)
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, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. 
  
 Subject
to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this
Agreement 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 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the
Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 subsection (d) of this Section. 
  
 (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative
Agent’s Office 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 Commitments of, and principal amounts of the Loans and L/C Obligations 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 Borrower, the Administrative Agent and the Lenders may 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 each of the Borrower and the L/C Issuer at any reasonable time
and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith
may request and receive from the Administrative Agent a copy of the Register. 
  

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 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders
and the L/C Issuer 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. 
  
 (e) Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender. 
  
 (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
  
 (g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in
any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce 

  

 80 








 
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

 
 (h) Resignation as L/C Issuer or Swing Line Lender after
Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrower
and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among
the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as
the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all
L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base
Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). 
  
 10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives
(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
purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any 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 the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the
Borrower that the Administrative Agent, the L/C Issuer or such Lender reasonably believes is not bound to a duty of confidentiality to the Borrower. 
  
 For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower
or any Subsidiary or any of their respective 

  

 81 








 
businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to
disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. 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. 
  
 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to
such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or
unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the
Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 
  
 10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the
interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,
or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b)
exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 
  
 10.10 Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan
Documents 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 

  

 82 








 
Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the
other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 
  
 10.11 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or
unsatisfied or any Letter of Credit shall remain outstanding. 
  
 10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement
and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
  
 10.13 Replacement of Lenders. If any Lender requests
compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender,
then the Borrower 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, and
consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that: 
  
 (a) the
Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); 
  
 (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts); 
  
 (c) in the case
of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;
and 
  

 83 








 (d) such assignment does not conflict with applicable Laws. 
  
 A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
  
 10.14 Governing Law; Jurisdiction; Etc.  
  
 (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. 
  
 (b) SUBMISSION TO JURISDICTION. THE BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF SUCH STATE,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO 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 COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 IN ANY OTHER LOAN DOCUMENT
SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 
  
 (c) WAIVER OF VENUE. THE BORROWER
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY 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 APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT. 
  
 (d) SERVICE OF
PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY 

  

 84 








 
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 
  
 10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY 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 OR 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 PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
  
 10.16 USA PATRIOT Act Notice. Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. 
  

 85 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first above written. 
  

			
	TUPPERWARE CORPORATION
		
	By:	 	 
	 Name:
	 	Edward R. Davis III
	 Title:
	 	Vice President & Treasurer


  

 S-1 









			
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	JPMORGAN CHASE BANK
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	KBC BANK N.V.
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	CALYON NEW YORK BRANCH
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	COMMERCEBANK, NATIONAL ASSOCIATION
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	THE NORTHERN TRUST COMPANY
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	ABN AMRO BANK N.V.
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	COMERICA BANK
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	BANCA NAZIONALE DEL LAVORO SpA, NEW YORK BRANCH
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 S-2 








  
 SCHEDULE 1.01

  
 EXISTING LETTERS OF CREDIT 
  

								
	Letter of Credit Number

	  	Stated Amount

	  	 Expiry Date

	  	 Beneficiary


	03028664	  	$	 2,246,000.00	  	29 April 2005	  	Lumbermans Mutual
	03033822	  	$	 269,000.00	  	29 April 2005	  	Travelers Indemnity Co
	03056497	  	$	 2,425,000.00	  	29 April 2005	  	Zurich American Insurance Co
	03057305	  	$	 500,000.00	  	3 July 2005	  	Tupperware Corporation Defined Benefit Plan
	03058104	  	$	 2,600,000.00	  	20 April 2005	  	State of Florida Dept of Transportation

  

 S-1 








  
 SCHEDULE 2.01

  
 COMMITMENTS AND APPLICABLE PERCENTAGES

  

							
	 Lender

	  	Commitment

	  	Applicable
Percentage

	 
	 Bank of America, N.A.
	  	$	22,000,000.00	  	11.0	%
	 JPMorgan Chase Bank
	  	 	22,000,000.00	  	11.0	%
	 Union Bank of California, N.A.
	  	 	18,000,000.00	  	9.0	%
	 KeyBank National Association
	  	 	18,000,000.00	  	9.0	%
	 U.S. Bank National Association
	  	 	14,600,000.00	  	7.3	%
	 KBC Bank, N.V.
	  	 	10,600,000.00	  	5.3	%
	 Mizuho Corporate Bank, Ltd.
	  	 	10,600,000.00	  	5.3	%
	 Calyon New York Branch
	  	 	10,600,000.00	  	5.3	%
	 The Governor and Company of the Bank of Ireland
	  	 	10,600,000.00	  	5.3	%
	 Commercebank, National Association
	  	 	10,600,000.00	  	5.3	%
	 Wells Fargo Bank, National Association
	  	 	10,600,000.00	  	5.3	%
	 The Northern Trust Company
	  	 	10,600,000.00	  	5.3	%
	 ABN AMRO Bank N.V.
	  	 	10,600,000.00	  	5.3	%
	 Comerica Bank
	  	 	10,600,000.00	  	5.3	%
	 Banca Nazionale del Lavoro SpA, New York Branch
	  	 	10,000,000.00	  	5.0	%
	 	  	
	
	  	
	

	 Total
	  	$	200,000,000.00	  	100.0	%

  

 1 








  
 SCHEDULE 5.05

  
 MATERIAL INDEBTEDNESS 
  

				
	 Liabilities as of June 26, 2004
	  	 	 
		
	In Millions of USD	  	 
	 Accounts Payable
	  	$	64.8
	 Short-term debt and current portion of long-term debt
	  	 	3.5
	 Accrued liabilities
	  	 	193.0
	 Long-term debt
	  	 	257.2
	 Accrued post-retirement benefit cost
	  	 	37.3
	 Other liabilities
	  	 	91.1
	 Operating Leases – noncancelable payments - estimated
	  	 	34.4
	 Guarantees made by the Company on behalf of employees For Credit Cards/Travel Cards
	  	 	0.1

  

 1 








  
 SCHEDULE 5.06

  
 LITIGATION 
  
 None. 
  

 2 








  
 SCHEDULE 5.09

  
 ENVIRONMENTAL MATTERS 
  
 None. 
  

 1 








  
 SCHEDULE 5.11

  
 TAX MATTERS 
  
 None. 
  

 1 








  
 SCHEDULE 5.13

  
 SUBSIDIARIES AND OTHER EQUITY INVESTMENTS

  

	
	 (As of October 25, 2004)

	
	 Tupperware Corporation

	
	 Dart Industries Inc.

	
	 Tupperware Espana, S.A.

	
	 Tupperware, Industria Lusitana de Artigos Domesticos, Limitada

	
	 Tupperware (Portugal) Artigos Domesticos, Lda.

	
	 Deerfield Land Corporation

	
	 Tupperware Turkey, Inc.

	
	 Dart Far East Sdn. Bhd.

	
	 Dart de Venezuela, C.A.

	
	 Tupperware Colombia S.A.

	
	 Dart do Brasil Industria e Comercio Ltda.

	
	 Daypar Participacoes Ltda

	
	 Academia de Negocios S/C Ltda.

	
	 Tupperware Hellas S.A.I.C.

	
	 Tupperware Del Ecuador Cia. Ltda.

	
	 Dart Industries Hong Kong Limited

	
	 Dart Industries (New Zealand) Limited

	
	 Tupperware New Zealand Staff Superannuation Plan

	
	 Dart, S.A. de C.V.

	
	 Servicios Especializados de Arrendamiento en Latinoamerica S.A. de C.V.

	
	 Dartco Manufacturing Inc.

	
	 Premiere Products, Inc.

	
	 Premiere Korea Ltd.

	
	         Premiere Marketing Company

	
	 Exportadora Lerma, S.A. de C.V.

	
	 Tupperware Australia Pty. Ltd.

	
	 Tupperware Singapore Pte. Ltd.


  

 1 









	
	 Newco Logistica e Participacoes Ltda.

	
	         Centro de Distribuicao RS Ltda.

	
	         Distribuidora Comercial Nordeste de Produtos Plasticos Ltda.

	
	         Distribuidora Comercial Paulista de Plasticos Ltda.

	
	         Centro de Distribuicao Mineira de Produtos de Plastico Ltda.

	
	         Distribuidora Esplanada de Produtos Plasticos Ltda.

	
	         Corcovado-Plast Distribuidora de Artigos Domesticos Ltda.

	
	         Distribuidora Baiana de Produtos Plasticos Ltda.

	
	         Uniao Norte Distribuidora de Produtos Plasticos Ltda.

	
	         Eixo Sul Brasileiro de Artigos Domesticos Ltda.

	
	         Centro Oeste Distribuidora de Produtos Plasticos Ltda.

	
	 Premiere Manufacturing, Inc.

	
	 Tupperware U.S., Inc.

	
	 Tupperware Distributors, Inc.

	
	 Tupperware Factors Inc.

	
	 Tupperware.com, Inc.

	
	 Tupperware Canada Inc.

	
	 Dart Staff Superannuation Fund Pty Ltd.

	
	 Importadora Y Distribuidora Importupp Limitada

	
	 Tupperware Iberica S.A.

	
	 Tupperware (Thailand) Limited

	
	 Tupperware Uruguay S.A.

	
	 Dart Executive Pension Fund Limited

	
	 Dart Pension Fund Limited

	
	 Tupperware U.K. Holdings, Inc.

	
	 The Tupperware Foundation

	
	 Auburn River Realty Company

	
	 Tupperware Products, Inc.

	
	 Tupperware de El Salvador, S.A. de C.V.

	
	 Tupperware del Peru S.R.L.

	
	 Dart Holdings, S. de R.L.

	
	 Tupperware Honduras, S. de R.L.

	
	 Tupperware de Costa Rica, S.A.

	
	 Tupperware de Guatemala, S.A.


  

 2 









	
	 Asociacion Nacional de Distribuidores de Productos Tupperware, A.C.

	
	 Tupperware International Holdings Corporation

	
	 Tupperware International Holdings BV

	
	         Tupperware Israel Ltd.

	
	         Tupperware Belgium N.V.

	
	                 Tupperware France S.A.

	
	         Tupperware Polska Sp.zo.o

	
	         Dart Argentina S.A.

	
	                 TWP S.A.

	
	         Tupperware Asia Pacific Holdings Private Limited

	
	                 Tupperware India Private
Limited

	
	                 Tupperware China, LLC

	
	                         Tupperware (China) Company Limited

	
	                 Dart (Philippines), Inc.

	
	                         Tupperware Realty Corporation

	
	                         Tupperware Philippines, Inc.

	
	         Tupperware Holdings B.V.

	
	                 Tupperware Services GmbH

	
	                 Tupperware, Ltd.

	
	                 Tupperware Nederland Properties
B.V.

	
	                         Tupperware Nederland B.V.

	
	                                 Tupperware Deutschland GmbH

	
	                                 Tupperware Osterreich GmbH.

	
	                         Tupperware Southern Africa (Proprietary) Limited

	
	                 Tupperware Products B.V.

	
	                 Tupperware (Suisse) S.A.

	
	                 Tupperware Products S.A.

	
	                 Tupperware d.o.o.

	
	                 Tupperware Bulgaria EOOD

	
	                 Tupperware Eesti OU

	
	                 UAB
“Tupperware”

	
	                 SIA Tupperware Latvia

	
	                 Tupperware Luxembourg
S.ar.l.

	
	                 Tupperware Slovakia
s.r.o.


  

 3 









	
	                 Tupperware Morocco

	
	                 Tupperware Assets Management
Sarl

	
	                         Diecraft Australia Pty. Ltd.

	
	                 Tupperware Egypt Ltd.

	
	         Tupperware East Africa Limited

	
	         Tupperware Italia S.p.A.

	
	         Tupperware General Services N.V.

	
	         Japan Tupperware Co., Ltd.

	
	         Tupperware Trading Ltd.

	
	         Tupperware Czech Republic, spol. s.r.o.

	
	         Tupperware United Kingdom & Ireland Limited

	
	         Tupperware Nordic A/S

	
	         Tupperware Global Center SARL

	
	 Tupperware Panama, S.A.

	
	 Dart Manufacturing India Pvt. Ltd.

	
	 Tupperware Finance Limited

	
	 Premiere Products Mexico, S. de R.L.

	
	 BeautiControl Mexico, S. de R.L.

	
	 PT Imawi Benjaya

	
	 Tupperware Finance Holding Company B.V.

	
	 Tupperware Finance Company B.V.

	
	 Tupperware Holdings Corporation

	
	 Tupperware Home Parties Corporation

	
	 Tupperware Export Sales, Ltd.

	
	 Tupperware Services, Inc.

	
	 Tupperware Holdings Ltd.

	
	 BeautiControl, Inc.

	
	 BC International Cosmetic & Image Services, Inc.

	
	 BeautiControl Canada, Ltd.

	
	 BeautiControl International Services, Inc.

	
	 BeautiControl Asia Pacific Inc.

	
	 BeautiControl Hong Kong, Inc.

	
	 BeautiControl Japan, Inc.

	
	 BeautiControl Taiwan, Inc.


  

 4 









	
	 Eventus International, Inc.

	
	 JLH Properties, Inc.

	
	 BeautiControl Cosmeticos do Brasil Ltda.

	
	 International Investor, Inc.


  
 Part
(b) Other Equity Investments 
  
 Note 1. None that are material.
Tupperware occasionally will receive shares in a company in the ordinary course of business (an account debtor becomes bankrupt, a “mutual” insurance company becomes “publicly owned”, etc.) These shares would typically be sold
for cash as soon as practical. 
  

 5 








  
 SCHEDULE 5.16

  
 INTELLECTUAL PROPERTY MATTERS 
  
 None. 
  

 1 








  
 SCHEDULE 7.01

  
 EXISTING LIENS 
  

					
	 Description

	  	 Location

	  	Approximate Amount
(USD Equivalent)


	 8.33% Mortgage Note on Dallas, TX building
	  	JLH Properties	  	$5,182,000
	 2 Liens on Manufacturing Building Contingent Tax Assessment
	  	Premiere Korea Ltd.	  	$1,300,000
	 Leased Computer Equipment IBM Suisse
	  	Tupperware Products Inc. Fribourg, Switzerland	  	$1,198,000
	 Intercompany Sale/Leaseback of Manufacturing Equipment (Note 1)
	  	Hemingway, South Carolina	  	N/A-Intercompany
	 Intercompany Sale/Leaseback of Mold Equipment (Note 1)
	  	France, Belgium	  	N/A Intercompany

  
 Note 1: These
transactions are structured such that the lease payments are both made and received by subsidiaries of the Borrower. As such, these capital lease obligations are eliminated in consolidations under U.S. GAAP. 
  

 1 








  
 SCHEDULE 7.02

  
 EXISTING INVESTMENTS 
  

				
	 Loans Receivables (partially secured, non-recourse) from Mr. E. V. Goings
	  	$	7,460,860
	 Loan Receivable from Mr. Luciano Garcia
	  	$	200,000
	 Loan Receivable/Advances to other employees
	  	 	less than $500,000 total
	 Loans Receivable from certain executives related to The Management Stock Purchase Program
	  	$	11,196,000
	 Numerous equity investments in various Tupperware Subsidiaries, as disclosed in Schedule 5.13
	  	 	 
	 Numerous intercompany loans to/from subsidiaries Of the Borrower
	  	 	 
	 Numerous guarantees by the Borrower of obligations of Tupperware subsidiaries to third parties
	  	 	 
	 Various extensions of credit in the nature of accounts Receivable or notes receivable arising from the sale Or lease of goods or services or
from the sale of real Estate in the ordinary course of business as disclosed in The Consolidated Balance Sheet
	  	 	 
	 Guarantees for U.S. employee Travel Cards/Credit Cards
	  	 	less than $50,000
	 Guarantees for car leases – BeautiControl
	  	$	2,800,000
	 Guarantees for Swiss distributor rental agreements
	  	$	80,000

  

 1 








  
 SCHEDULE 7.03

  
 EXISTING INDEBTEDNESS AS OF 10/26/04 

 

								
	 Description

	  	 Borrower

	  	 Guarantor

	  	Amount


	7.25% Notes due 2006	  	 Tupperware Finance Co B.V.
	  	Tupperware Corporation	  	$	100,000,000
	8.33% Mortgage Note due2009	  	 JLH Properties
	  	BeautiControl Inc.; Tupperware Corporation	  	$	5,182,000
	7.91% Notes due 2011	  	 Tupperware Finance Co B.V.
	  	Tupperware Corporation Dart Industries Inc..	  	$	150,000,000
	Multi-Year Credit Agreement Expiring April 2005	  	 Tupperware Corporation
	  	Dart Industries Inc. Tupperware Finance Co B.V.	  	$	65,000,000
	Uncommitted Borrowing Line KBC Bank, New York	  	 Tupperware Corporation
	  	 	  	$	2,000,000
	Misc. debt & Capital Leases	  	 	  	 	  	 	 

  

				
	 Greece
	  	$	98,000
	 Italy
	  	$	1,427,000
	 Thailand
	  	$	4,000
	 Japan
	  	$	1,318,000
	 Australia
	  	$	593,000
	 Philippines
	  	$	1,272,000
	 Switzerland – Tupperware Products Inc.
	  	$	1,198,000

  

 1 








  
 SCHEDULE 7.05

  
 EXCLUDED PROPERTY 
  
 Real Estate and manufacturing building 
 Halls, Lauderdale County, Tennessee, USA 
  
 Undeveloped real estate 
 Orange County, Florida 
  
 Undeveloped real estate 
 Osceola County, Florida 
  
 Real estate, building,
warehouse, office space 
 Ferntree Gully, Victoria, Australia 
  
 Real estate, building, warehouse, office space 
 Rio de Janeiro, Brazil

  
 Real estate, building 
 Gerome, Idaho 
  
 Real estate, idle building 
 New Jersey 
  

 1 








  
 SCHEDULE 10.02

  
 ADMINISTRATIVE AGENT’S OFFICE; 

CERTAIN ADDRESSES FOR NOTICES 
  
 TUPPERWARE CORPORATION 
  
 14901 S. Orange Blossom Trail 
 Orlando, Florida 32802-2353 

			
	 Attention:
	  	Edward R. Davis, Vice President & Treasurer
	 Telephone:
	  	407.826.4574
	 Telecopier:
	  	407. 826.4510

 Electronic Mail: davedavis@tupperware.com 
 Website Address: www.tupperware.com 
  
 ADMINISTRATIVE AGENT: 
  
 Administrative Agent’s
Office 
 (for payments and Requests for Credit Extensions): 
 Bank of America, N.A. 
 1850 Gateway Boulevard 
 Mail Code: VA4-706-05-09 
 Concord, California 94520 

			
	 Attention:
	  	Anna M. Finn
	 Telephone:
	  	925.675.8312
	 Telecopier:
	  	888.969.9238

 Electronic Mail: anna.m.finn@bankofamerica.com 
 Account No.: 3750836479 
 Ref: Tupperware Corporation 
 ABA# 111000012 
  
 Other Notices as
Administrative Agent: 
 Bank of America, N.A. 
 Agency
Management 
 901 Main Street 
 TX1-492-14-11 
 Dallas, Texas 75202 

			
	 Attention:
	  	Jennifer Reeves
	 Telephone:
	  	214.209.4125
	 Telecopier:
	  	214.290.9507

 Electronic Mail: jennifer.reeves@bankofamerica.com 
  

 1 








  
 L/C ISSUER: 
  
 Bank of America, N.A. 
 Trade Operations-Los Angeles #22621 
 333 S. Beaudry Avenue, 19th Floor 
 Mail Code:     CA9-703-19-23 
 Los Angeles, CA 90017-1466


			
	 Attention:
	  	  Sandra Leon
  Vice
President

	 Telephone:
	  	 213.345.5231
	 Telecopier:
	  	 213.345.6694

 Electronic Mail: Sandra.Leon@bankofamerica.com 
  
 SWING LINE LENDER: 
  
 Bank of America, N.A. 
 1850 Gateway Boulevard 
 Mail Code:    CA4-706-05-09 
 Concord,
      California 94520 

			
	 Attention:
	  	Anna M. Finn
	 Telephone:
	  	925.675.8312
	 Telecopier:
	  	888.969.9238

 Electronic Mail: anna.m.finn@bankofamerica.com 
 Account No.: 3750836479 
 Ref: Tupperware Corporation 
 ABA# 111000012 
  

 2 








  
 JPMORGAN CHASE BANK 
  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 JPMorgan Chase Bank 
 111 Fannin, 10th Floor 
 Houston, Texas 77002 

			
	 Attention:
	  	 Eric Martin

	 	  	 Account Officer

	 Telephone:
	  	 713.750.7924

	 Telecopier:
	  	 713.750.2228


 Electronic Mail: eric.w.martin@jpmorgan.com 
  
 Wire Transfer Instructions: 
  
 JPMorgan Chase Texas 
 Houston Texas 
 ABA # 113000609 
 Account No.: 457 0777 1256 
 Ref: Tupperware Corporation 
 Attention: Eric Martin 
  
 Other Notices as a Lender: 
  
 JPMorgan Chase Bank 
 2200 Ross, 3rd Floor 
 Dallas, Texas 75201 

			
	 Attention:
	  	 Steven A. Willmann

	 	  	 Associate

	 Telephone:
	  	 404.875.3133

	 Telecopier:
	  	 404.892.0268


 Electronic Mail: steven.a.willmann@jpmorgan.com 
  

 3 








  
 UNION BANK OF CALIFORNIA, N.A.

  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 Union Bank of California, N.A. 
 601 Potrero Grande Drive 
 Monterey Park, California 91754 

			
	Attention:	  	 Maria Suncin

	Telephone:	  	 323.720.2870

	Telecopier:	  	 323.720.2252


 Electronic Mail: maria.suncin@uboc.com 
  
 Wire Transfer Instructions: 
  
 Union Bank of California, N.A. 
 Monterey Park, California 
 ABA # 122-000-496 
 Account No.: 77070196431 
 Account Name: Wire Transfer Clearing 
 Attention: Commercial Loan Operations

 Ref: Tupperware Corporation 
  
 Other Notices as a Lender: 
  
 Union Bank of California, N.A. 
 National Corporate 
 556 South Figueroa Street, 16th Floor

 Los Angeles, California 90071 

			
	Attention:	  	 Matthew Krajniak, IBO

	Telephone:	  	 213.236.6491

	Telecopier:	  	 213.236.7636


 Electronic Mail: matthew.krajniak@uboc.com 
  

 4 








  
 KEYBANK NATIONAL ASSOCIATION

  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 Keybank National Association 
 127 Public Square, 8th Floor 
 Cleveland, Ohio 44114


			
	 Attention:
	  	 Vicky F. Heineck

	 	  	 Deal Adminsitrator

	 Telephone:
	  	 216.689.3867

	 Telecopier:
	  	 216.689.5962


 Electronic Mail: vickey_f_heineck@keybank.com 
  
 Wire Transfer Instructions: 
  
 Keybank National Association 
 Cleveland, Ohio 
 ABA # 041-001-039 
 Account No.: 1140228209035 
 Ref: Tupperware Corporation 
  
 Other Notices as a Lender: 
  
 Keybank National Association 
 127 Public Square, 6th Floor 
 Cleveland, Ohio 44114 

			
	 Attention:
	  	 Jeffrey R. Dincher

	 	  	 Portfolio Manager, AVP

	 Telephone:
	  	 216.689.5562

	 Telecopier:
	  	 216.689.4981


 Electronic Mail: jeffrey_r_dincher@keybank.com 
  

 5 








  
 U.S. BANK NATIONAL ASSOCIATION

  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 U.S. Bank National Association 
 400 City Center 
 Oshkosh, Wisconsin 54901 

			
	 Attention:
	  	 Connie Sweeney

	 	  	 Opeartions Lead

	 Telephone:
	  	 920.237.7604

	 Telecopier:
	  	 920.237.7993


 Electronic Mail: connie.sweeney@usbank.com 
  
 Wire Transfer Instructions: 
  
 U.S. Bank National Association 
 Cincinnati, Ohio 
 ABA # 042 000 013 
 Account No.: 18692160600 
 Account Name: Commercial Loans 
 Ref: Tupperware Corporation 
  
 Other Notices as a Lender: 
  
 U.S. Bank National Association 
 1350 Euclid Avenue, 12th Floor 
 Cleveland, Ohio 44115 

			
	 Attention:
	  	 Brian Gallagher

	 	  	 Vice President

	 Telephone:
	  	 216.623.9283

	 Telecopier:
	  	 216.623.9208


 Electronic Mail: brian.gallagher@usbank.com 
  

 6 








  
 KBC BANK, N.V. 
  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 KBC Bank N.V. 
 New York Branch 
 125 West 55th Street 
 New York, New York 10019 

			
	 Attention:
	  	 Rose Pagan/Loan Administration

	 Telephone:
	  	 212.541.0671

	 Telecopier:
	  	 212.956.5581


  
 Wire Transfer
Instructions: 
  
 Federal Reserve Bank 
 ABA # 026008248 
 Name of Account: KBC Bank N.V., New York Branch 

Ref: Tupperware Corporation 
  
 Other Notices as a Lender: 
  
 KBC
Bank, N.V. 
 Atlanta Representative Office 
 245 Peachtree Center
Avenue 
 Suite 2500 
 Atlanta, Georgia 30303 

			
	 Attention:
	  	 Steven Bennett

	 	  	 Vice President

	 Telephone:
	  	 404.584.5466

	 Telecopier:
	  	 404.584.5465


  

 7 








  
 MIZUHO CORPORATE BANK, LTD.

  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 Mizuho Corporate Bank, Ltd. 
 1800 Plaza Ten 
 Jersey City, New Jersey 07311 

			
	 Attention:
	  	Joann Olivencia
	 	  	Senior Operations Asst.
	 Telephone:
	  	201.626.9347
	 Telecopier:
	  	201.626.9941

 Electronic Mail: joann.olivencia@mizuhocbus.com 
  
 Wire Transfer Instructions: 
  
 Mizuho Corporate Bank, Ltd. 
 Jersey City, New Jersey 
 ABA # 0260-0430-7 
 Account No.: H79-740-222206 
 Attention: Joann Olivencia - LAU 
 Ref: Tupperware Corporation 
  
 Other Notices as a Lender: 
  
 Mizuho Corporate Bank, Ltd. 
 1251 Avenue of the Americas 
 New York, New York 10020 

			
	 Attention:
	  	Ricky Simmons
	 	  	Vice President
	 Telephone:
	  	212.282.3541
	 Telecopier:
	  	212.282.4488

 Electronic Mail: ricky.simmons@mizuhocbus.com 
  

 8 








  
 CALYON NEW YORK BRANCH 
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 Calyon New York
Branch 
 1301 Avenue of the Americas 
 New York, New York 10019


			
	 Attention:
	  	George Lewis
	 	  	Commercial Banking Services
	 Telephone:
	  	212.261.7641
	 Telecopier:
	  	917.849.5439

  
 Wire Transfer Instructions:

  
 Calyon New York Branch 
 New York, New York 
 ABA # 0260-0807-3 
 Account No.: 01881793701 (Loans/Fees) 
 Account Name: Loan Servicing

 Ref: Tupperware Corporation 
  
 Other Notices as a Lender: 
  
 Calyon New York Branch 
 2200 Ross Avenue 
 Suite 4400 West 
 Dallas, Texas 75201 

			
	 Attention:
	  	Blake Wright
	 Telephone:
	  	214.220.2303
	 Telecopier:
	  	214.220.2323

 Electronic Mail: blake.wright@us.calyon.com 
  

 9 








  
 THE GOVERNOR AND COMPANY OF THE BANK OF
IRELAND 
  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 The Governor and Company of the Bank of Ireland 
 Hume House, 5th Floor 
 Ballsbridge 
 Dublin 4, Ireland 

			
	 Attention:
	  	Janet Mahon or Olivia Cargy
	 Telephone:
	  	011.353.1.618.7472/7420
	 Telecopier:
	  	011.353.1.618.7490

 Electronic Mail: olibia.cargy@boimail.com 
  
 Wire Transfer Instructions: 
  
 Chase Manhattan Bank 
 New York, New York 
 ABA # 021-000-021, Swift Code CHASU33 
 Account No.: 0011-015-815 

Account Name: Bank of Ireland Treasury, Dublin 
 Ref: Tupperware
Corporation 
 Attention: Bank of Ireland International Finance 
  
 Other Notices as a Lender: 
  
 The Governor and Company of the Bank of Ireland 
 75 Holly Hill Lane

 Greenwich, Connecticut 06830 
  

					
	 Attention:
	  	Brian Wiliams or Michael D’Arcy
	 	  	Vice President/Analyst
	 Telephone:
	  	203.861.8976 or 861.8983
	 Telecopier:
	  	203.552.0656
	Electronic Mail:     brian_g.williams@boimail.com
	 	  	 	  	        Michael.darcy@boimail.com

  

 10 








  
 COMMERCEBANK, NATIONAL ASSOCIATION

  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 Commercebank, National Association 
 220 Alhamba Circle 
 9th Floor - ABL Dept. 
 Coral Gables, Floida 33134 

			
	 Attention:
	  	Maria Rosales
	 	  	Supervisor
	 Telephone:
	  	305.460.8725
	 Telecopier:
	  	305.460.8798

 Electronic Mail: mrosales@commercebankfl.com 
  
 Wire Transfer Instructions: 
  
 Commercebank, N.A. 
 Coral Gables, Florida 
 ABA # 067010509 
 Account No.: 92-139-0105 
 Account Name: Wire Loan Suspense Account 
 Attention: Alan Hills/Maria Rosales

 Ref: Tupperware Corporation 
  
 Other Notices as a Lender: 
  
 Commercebank, National Association 
 220 Alhambra Circle 
 11th Floor – Corporate Banking

 Coral Gables, Florida 33134 

			
	 Attention:
	  	Alan Hills
	 	  	Vice President
	 Telephone:
	  	954.600.9421
	 Telecopier:
	  	786.999.1432

 Electronic Mail: ahills@commercebank.com 
  

 11 








  
 WELLS FARGO BANK, NATIONAL ASSOCIATION

  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 Wells Fargo Bank, National Association 
 201 Third Street 
 MAC 0187-081 
 San Francisco, California 94103 

			
	 Attention:
	  	Neva Moritani
	 	  	Vice President and Manager
	 Telephone:
	  	415.477.5456
	 Telecopier:
	  	415.979.0675 (primary)
	 	  	415.977.9489 (secondary)

  
 Wire Transfer Instructions:

  
  
 Wells Fargo Bank, N.A. 
 San Francisco, California 
 ABA
# 121-000-248 
 Account No.: 0271-250720 
 Credit to:
MEMSYN/Commercial Banking Service 
 Ref: Tupperware Corporation 
  
 Notices as a Lender: 
  
 Wells Fargo Bank, National Association 
 400 Northridge 
 Suite 600 
 MAC N2642-060 
 Atlanta, Georgia 30350 

			
	 Attention:
	  	Alex Idichandy
	 	  	Vice President
	 Telephone:
	  	678.795.8126
	 Telecopier:
	  	770.992.9451

 Electronic Mail: alex.idichandy@wellsfargo.com 
  

 12 








  
 THE NORTHERN TRUST COMPANY

  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 The Northern Trust Company 
 50 S. LaSalle Street 
 Chicago, Illinois 60675 

			
	 Attention:
	  	Sharon Jackson
	 Telephone:
	  	312.640.1609
	 Telecopier:
	  	312.444.3502

  
 Wire Transfer Instructions:

  
 The Northern Trust Bank 
 ABA # 071000152 
 G/L Incoming wire account #: 5186401000 
 Credit to:  Commercial Loan Dept. 
 Reference:  Tupperware

 Client Account # 1546437051 
  
 Other Notices as a Lender: 
  
 The Northern Trust Company 
 50 S. LaSalle Street,11th Floor 
 Chicago, Illinois 60675


			
	 Attention:
	  	Ashish S. Bhagwat
	 Telephone:
	  	312.630.6203
	 Telecopier:
	  	312.444.4906

 Electronic Mail:  asbl@ntrs.com 
  

 13 








  
 ABN AMRO BANK N.V. 
  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 ABN AMRO Bank N.V. 
 208 South LaSalle Street 
 Suite 1500 
 Chicago, Illinois 60604-1003 

			
	 Attention:
	  	Loan Administration
	 Telecopier:
	  	312.992.5158

 Electronic Mail:  cpu.team.a@abnamro.com 
  
 Wire Transfer Instructions: 
  
 ABN AMRO Bank N.V. 
 New York, New York 
 ABA # 026009580 
 F/O ABN AMRO Bank, N.V. 
 Chicago Branch CPU 
 Account No.:  650-001-1789-41 
 Ref:  (00418463) Tupperware Corporation 
  
 Other Notices as a Lender: 
  
 ABN AMRO Bank N.V. 
 350 Park Avenue, 3rd Floor 
 New York, New York 10005 

			
	 Attention:
	  	Chris Plumb
	 Telephone:
	  	212.251-3788
	 Telecopier:
	  	212.251-3593

 Electronic Mail:  chris.plumb@abnamro.com 
  

 14 








  
 COMERICA BANK 
  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 Comerica Bank 
 4100 Spring Valley Road 
 Suite 400 
 Dallas, Texas 75265-0282 

			
	 Attention:
	  	Pat Britton
	 	  	Lending Assistant
	 Telephone:
	  	972.361.2598
	 Telecopier:
	  	972.361.2519

 Electronic Mail:  pabritton@comerica.com 
  
 Wire Transfer Instructions: 
  
 Comerica Bank 
 ABA # 072000096 
 Account Name:  Commercial Loan Servicing 
 Account
No.:  21585-90010 
 Ref: Tupperware Corporation 
  
 Other Notices as a Lender: 
  
 Comerica Bank 
 4100 Spring Valley Road 
 Suite 400 
 Dallas, Texas 75244 

			
	 Attention:
	  	Gerald R. Finney, Jr.
	 	  	Vice President
	 Telephone:
	  	972.361.2548
	 Telecopier:
	  	972.361.2550

 Electronic Mail:  gerald_r_finney@comerica.com 
  

 15 








  
 BANCA NAZIONALE DEL LAVORO SpA,

 NEW YORK BRANCH 
  
 Operations Contact 
  
 (for payments and Requests for Credit Extensions): 
 Banca Nazionale
del Laboro SpA, New York Branch 
 51 West 52nd Street 
 New York, New York 10019 

			
	 Attention:
	  	Anna Hernandez
	 	  	Manager
	 Telephone:
	  	212.314.0679
	 Telecopier:
	  	212.314.0244

 Electronic Mail: anna.hernandez@bnlmail.com 
  
 Wire Transfer Instructions: 
  
 Banca Nazionale del Lavoro SpA, New York Branch 
 ABA # 26009810 

Account No.:  2984 
 Account Name:  Loan Holdover
Account 
 Ref:  Tupperware Corporation 
 Attention:  Carol Thompson 
  
 Other Notices as a
Lender: 
  
 Banca Nazionale del Lavoro SpA, New York Branch 

51 West 52nd Street 
 New York, New York 10019 

			
	 Attention:
	  	Juan Cortes
	 	  	Relationship Manager
	 Telephone:
	  	212.314.0295
	 Telecopier:
	  	212.765.2978

 Electronic Mail:  jua.cortes@bnlmail.com 
  

 16 








  
 EXHIBIT A

  
 FORM OF LOAN NOTICE 
  
 Date:
                    ,      
  

	To:	Bank of America, N.A., as Administrative Agent 

  
 Ladies and Gentlemen: 
  
 Reference is made to that certain Multi-Year Credit Agreement, dated as of November 5, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Tupperware Corporation, a Delaware corporation (the “Borrower”), the Lenders from time
to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
  
 The undersigned hereby requests (select one): 
  

			
	  ̈    A Borrowing of Revolving
Loans
	  	 ̈    A Conversion of Loans
	  ̈    A Continuation of
Loans
	  	 

  
 1. On
                                     ,
20     (a Business Day). 
  
 2. In the
amount of $                                    . (Note:
Minimum of $5,000,000 and multiples of $1,000,000 for Eurodollar Rate Loans; minimum of $1,000,000 and multiples of $100,000 for Base Rate Loans) 
  
 3. Comprised of:  ̈  Base Rate Loan

             ̈  Eurodollar Rate Loan 
  
 4. For Eurodollar Rate Loans: with an Interest Period of              months.

  
 5. The Borrowing (select one) is  ̈ is not  ̈ a CP Backup Advance. 
  
 The Borrowing requested herein complies with the proviso to the first
sentence of Section 2.01 of the Agreement. 
  

 A-1 
 Form of Committed Loan Notice 








 The matters set forth in (x) Section 4.02(a) and (b) in the case of any Borrowing that is not a CP
Backup Advance and (y) Section 4.03(a) and (b) in the case of any CP Backup Advance, are true, correct and complete as of the date hereof and with respect to the requested Credit Extension. 
  

			
	TUPPERWARE CORPORATION
		
	By:	 	 
		
	 Name:
	 	 
		
	 Title:
	 	 


  

 A-2 
 Form of Committed Loan Notice 








  
 EXHIBIT B

  
 FORM OF SWING LINE LOAN NOTICE 
  
 Date:
                    ,              
  

	To:	Bank of America, N.A., as Swing Line Lender 

 Bank of
America, N.A., as Administrative Agent 
  
 Ladies and Gentlemen: 
  
 Reference is made to that certain Multi-Year Credit Agreement, dated as of
November 5, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Tupperware Corporation, a
Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
  
 The undersigned hereby requests a Swing Line Loan: 
  
 1. On
                         (a Business Day). 
  
 2. In the amount of $__________. (Minimum of $1,000,000) 
  
 The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section
2.04(a) of the Agreement. 
  
 The matters set forth in (x)
Section 4.02(a) and (b) in the case of any Borrowing that is not a CP Backup Advance and (y) Section 4.03(a) and (b) in the case of any CP Backup Advance, are true, correct and complete as of the date hereof and with respect to the
requested Credit Extension. 
  

			
	TUPPERWARE CORPORATION
		
	By:	 	 
		
	 Name:
	 	 
		
	 Title:
	 	 


  

 B-1 
 Form of Swing Line Loan Notice 








  
 EXHIBIT C

  
 FORM OF NOTE 
  
 ___________ 
  
 FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to
                             or registered assigns (the “Lender”), in accordance with
the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 5, 2004 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
  
 The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as
otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds
at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Agreement. 
  
 This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the
Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in
the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount
and maturity of its Loans and payments with respect thereto. 
  
 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. 
  
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. 
  

			
	TUPPERWARE CORPORATION
		
	By:	 	 
		
	 Name:
	 	 
		
	 Title:
	 	 


  

 C-1 
 Form of Note 








  
 LOANS AND PAYMENTS WITH
RESPECT THERETO 
  

													
	 Date

	 	 Type of
 Loan Made

	 	 Amount of
 Loan Made

	 	 End of
 Interest Period

	 	 Amount of Principal
or Interest Paid
 This Date

	 	 Outstanding Principal
Balance This Date

	 	 Notation
 Made By


	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________
	 __________
	 	__________	 	__________	 	__________	 	__________	 	__________	 	__________

  

 C-2 
 Form of Note 








  
 ACKNOWLEDGEMENT OF EXECUTION
ON BEHALF OF 
 TUPPERWARE CORPORATION 
  
 STATE OF GEORGIA 
  
 COUNTY OF FULTON 
  
 Before me, the undersigned, a Notary Public in and for said County and State on this 5th day of November, 2004, personally appeared Edward R. Davis III,
known to be the Vice President and Treasurer of Tupperware Corporation (the “Borrower”), who, being by me duly sworn, says he works at 14901 S. Orange Blossom Trail, Orlando, Florida 32802-2353, and that by authority duly given by, and as
the act of, the Borrower, the foregoing Note dated as of November 5, 2004 was signed by him as said Vice President and Treasurer on behalf of the Borrower. 
  
 Witness my hand and official seal this 5th day of November, 2004. 
  

	
	
	 
	Notary Public


 (SEAL) 
  
 My commission expires:
                         
  

 C-3 
 Form of Note 









			
		
	AFFIDAVIT OF	 	 
	 	 	[Name of Affiant]

  
 The undersigned, being
first duly sworn, deposes and says that: 
  

	 	1.	He is a
                                        
                     of
                                        
                     

         [title]
                                        
        [name of institution] 
  
 and works
at
                                        
                                    ,
                    ,
                    . 
           [street address]
                                        [city]
            [state] 
  
 2. The Note of Tupperware Corporation dated November 5, 2004 was executed before him and delivered to him/her on behalf of the Administrative Agent in Atlanta, Georgia on November 5, 2004. 
  
 This the 5th day of November, 2004. 
  

	
	
	 
	[Signature of Affiant]


  
 Acknowledgement
of Execution 
  
 STATE OF GEORGIA 
  
 COUNTY OF FULTON 
  
 Before me, the undersigned, a Notary Public in and for said County and State
on this 5th day of November, 2004 A.D., personally appeared
                                        
     who before me affixed his signature to the above Affidavit. 
  
 Witness my hand and official seal this 5th day of November, 2004. 
  

	
	
	 
	Notary Public


  
 (SEAL) 
  
 My Commission Expires:
                                 
  

 C-4 
 Form of Note 








  
 EXHIBIT D

  
 FORM OF COMPLIANCE CERTIFICATE 
  
 Financial Statement
Date:                    ,  
  

	To:	Bank of America, N.A., as Administrative Agent 

  
 Ladies and Gentlemen: 
  
 Reference is made to that certain Multi-Year Credit Agreement, dated as of November 5, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Tupperware Corporation, a Delaware corporation (the “Borrower”), the Lenders from time
to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
  
 The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the___________________________ of the Borrower, and that, as
such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 
  
 [Use following for fiscal year-end financial statements]

  
 1. Attached hereto as Schedule 1 are the year-end
audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such
section. 
  
 [Use following for fiscal
quarter-end financial statements] 
  
 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial
statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal, recurring year-end audit adjustments
and the absence of footnotes. 
  
 2. The undersigned has reviewed
and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by
the attached financial statements. 
  
 3. A review of the
activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan
Documents, and 
  

 D-1 
 From of Compliance Certificate 








 [select one:] 
  
 [to the best knowledge of the undersigned during such fiscal period, the
Borrower performed and observed each covenant and condition of the Loan Documents applicable to it.] 
  
 —or— 
  
 [the following
covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:] 
  
 4. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this
Certificate. 
  
 IN WITNESS WHEREOF, the undersigned has
executed this Certificate as of                                ,
                         
  

			
	TUPPERWARE CORPORATION
		
	By:	 	 
		
	 Name:
	 	 
		
	 Title:
	 	 


  

 D-2 
 From of Compliance Certificate 








  
 SCHEDULE 2 

 
 to The Compliance Certificate 
 ($ in 000’s) 
  

	I.	Section 7.11(a) – Consolidated Net Worth. 

  

						
	 A.
	  	Beginning base net worth	  	$	145,000
	 B.
	  	25% of Consolidated Net Income for each fiscal quarter ending after June 27, 2004 (no reduction for losses)	  	$	                    
	 C.
	  	100% of increases in Shareholders’ Equity from issuances of capital stock after the Closing Date	  	$	                    
	 D.
	  	Minimum required Consolidated Net Worth (I.A. + I.B. + I.C.)	  	$	                    
	 E.
	  	Shareholders’ Equity at statement date	  	$	                    
	 F.
	  	Foreign currency translation and net equity hedge adjustments	  	$	                    
	 G.
	  	Consolidated Net Worth at statement date	  	$	                    

  

	II.	Section 7.11(b) – Interest Coverage Ratio. 

  

						
	 A.
	  	Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):	  	 	 
	 1.
	  	Consolidated Net Income (excluding extraordinary, unusual or non-recurring gains) for Subject Period:	  	$	                    
	 2.
	  	Consolidated Interest Charges for Subject Period:	  	$	                    
	 3.
	  	Provision for income taxes for Subject Period:	  	$	                    
	 4.
	  	Depreciation and amortization expenses for Subject Period:	  	$	                    
	 5.
	  	Extraordinary, unusual or non-recurring non-cash charges for Subject Period	  	$	                    
	 6.
	  	Consolidated EBITDA (Lines II.A.1 + 2 + 3 + 4 + 5):	  	$	                    
	 B.
	  	Consolidated Interest Charges for Subject Period:	  	$	                    
	 C.
	  	Interest Coverage Ratio (Line II.A.6 ÷ Line II.B):	  	 	            to 1.00
	 	  	Minimum required:	  	 	4.00 to 1.00

  

	III.	Section 7.11(c) – Leverage Ratio. 

  

						
	 A.
	  	Consolidated Funded Indebtedness at Statement Date:	  	$	                    

  

 D-3 
 From of Compliance Certificate 









						
	 B.
	  	Consolidated EBITDA for Subject Period (Line II.A.6 above):	  	$	                    
	 C.
	  	Leverage Ratio (Line III.A ÷ Line III.B):	  	 	             to 1.00
	 	  	Maximum permitted:	  	 	3.00 to 1.00

  

 D-4 
 From of Compliance Certificate 








  
 EXHIBIT E

  
 ASSIGNMENT AND ASSUMPTION 
  
 This Assignment and Assumption (this “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 (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 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, without limitation, the Letters of Credit and the Swing Line 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, but not limited to, 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/Approved Fund of [identify Lender]] 

  

	3.	Borrower:    Tupperware Corporation 

  

	4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement 

  

	5.	Credit Agreement: Credit Agreement, dated as of November 5, 2004, among Tupperware Corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer, and Swing Line Lender 

  

 E-1 
 Form of Assignment and Assumption 









	6.	Assigned Interest: 

  

									
	 Facility Assigned

	  	 Aggregate
 Amount of
 Commitment/Loans
 for all Lenders*

	  	 Amount of
 Commitment/Loans
Assigned*

	  	 Percentage
 Assigned of
 Commitment/Loans

	  	 CUSIP Number


	 _____________
	  	$________________	  	$________________	  	______________%	  	 
	 _____________
	  	$________________	  	$________________	  	______________%	  	 
	 _____________
	  	$________________	  	$________________	  	______________%	  	 

  

	[7.	Trade Date: ______________________________] 

  
 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:

	
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	By:	 	 
	 	 	 Title:

	
	 [Consented to:]

	
	 TUPPERWARE CORPORATION

		
	By:	 	 
	 	 	 Title:




	*	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 

  

 E-2 
 Form of Assignment and Assumption 








  
 ANNEX 1 TO ASSIGNMENT
AND ASSUMPTION 
  
 [_____________________]

  
 STANDARD TERMS AND CONDITIONS FOR 
  
 ASSIGNMENT AND ASSUMPTION 
  
 1. Representations and Warranties. 
  
 1.1. Assignor. 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 Borrower, 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 Borrower, 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
meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (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          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 hereto 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, 

  

 E-3 
 Form of Assignment and Assumption 








 
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. 
  

 E-4 
 Form of Assignment and Assumption 








  
 EXHIBIT F

  
 FORM OF GUARANTY 
  
 See attached. 
  

 F-1 
 Form of Guaranty 








  
 EXHIBIT G

  
 OPINION MATTERS 
  
 The matters contained in the following Sections of the Credit Agreement
should be covered by the legal opinion: 
  

	 	•	Section 5.01(a), (b) and (c) 

  

	 	•	Section 5.02 

  

	 	•	Section 5.03 

  

	 	•	Section 5.04 

  

	 	•	Section 5.06 

  

	 	•	Section 5.14(b) 

  
 [Add other matters as appropriate to the transaction] 
  

 1 
 Appendix V to Form