Exhibit 10.1


EXECUTION VERSION


$2,500,000,000

CREDIT AGREEMENT


Dated as of April 2, 2013


among


COTY INC.,


THE LENDERS PARTIES HERETO,


BANK OF AMERICA, N.A.,

BNP PARIBAS,

CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,

DEUTSCHE BANK SECURITIES INC.,

ING BANK N.V.,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

and

WELLS FARGO BANK, N.A.

as Syndication Agents,


and


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


	
  

 
	 

 


J.P. MORGAN SECURITIES LLC,

BNP PARIBAS SECURITIES CORP.,

CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,

DEUTSCHE BANK SECURITIES INC.,

ING BANK N.V.,

MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

and

WELLS FARGO SECURITIES, LLC

as Lead Arrangers and Joint Bookrunners






Table of Contents


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I
 Definitions

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.1

 	
  

 	
 Defined
 Terms

 	
  

 	
 1

 
	
  

 	
 SECTION 1.2

 	
  

 	
 Classification
 of Loans and Borrowings

 	
  

 	
 23

 
	
  

 	
 SECTION 1.3

 	
  

 	
 Terms
 Generally

 	
  

 	
 23

 
	
  

 	
 SECTION 1.4

 	
  

 	
 Accounting
 Terms; GAAP

 	
  

 	
 24

 
	
  

 	
 SECTION 1.5

 	
  

 	
 Currency
 Conversion

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II
 The Credits

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.1

 	
  

 	
 Commitments

 	
  

 	
 24

 
	
  

 	
 SECTION 2.2

 	
  

 	
 Loans and
 Borrowings

 	
  

 	
 25

 
	
  

 	
 SECTION 2.3

 	
  

 	
 Requests for
 Borrowings

 	
  

 	
 25

 
	
  

 	
 SECTION 2.4

 	
  

 	
 Swingline
 Loans

 	
  

 	
 26

 
	
  

 	
 SECTION 2.5

 	
  

 	
 Letters of
 Credit

 	
  

 	
 27

 
	
  

 	
 SECTION 2.6

 	
  

 	
 Funding of
 Borrowings

 	
  

 	
 31

 
	
  

 	
 SECTION 2.7

 	
  

 	
 Interest
 Elections

 	
  

 	
 32

 
	
  

 	
 SECTION 2.8

 	
  

 	
 Termination
 and Reduction of Commitments

 	
  

 	
 33

 
	
  

 	
 SECTION 2.9

 	
  

 	
 Repayment of
 Loans; Evidence of Debt

 	
  

 	
 34

 
	
  

 	
 SECTION 2.10

 	
  

 	
 Repayment of
 Term Loans

 	
  

 	
 34

 
	
  

 	
 SECTION 2.11

 	
  

 	
 Prepayment
 of Loans

 	
  

 	
 35

 
	
  

 	
 SECTION 2.12

 	
  

 	
 Fees

 	
  

 	
 36

 
	
  

 	
 SECTION 2.13

 	
  

 	
 Interest

 	
  

 	
 36

 
	
  

 	
 SECTION 2.14

 	
  

 	
 Alternate
 Rate of Interest

 	
  

 	
 37

 
	
  

 	
 SECTION 2.15

 	
  

 	
 Increased
 Costs

 	
  

 	
 38

 
	
  

 	
 SECTION 2.16

 	
  

 	
 Break
 Funding Payments

 	
  

 	
 39

 
	
  

 	
 SECTION 2.17

 	
  

 	
 Taxes

 	
  

 	
 39

 
	
  

 	
 SECTION 2.18

 	
  

 	
 Payments
 Generally; Pro Rata Treatment; Sharing of Set-offs

 	
  

 	
 42

 
	
  

 	
 SECTION 2.19

 	
  

 	
 Mitigation
 Obligations; Replacement of Lenders

 	
  

 	
 44

 
	
  

 	
 SECTION 2.20

 	
  

 	
 Defaulting
 Lenders

 	
  

 	
 44

 
	
  

 	
 SECTION 2.21

 	
  

 	
 Incremental
 Loans

 	
  

 	
 46

 
	
  

 	
 SECTION 2.22

 	
  

 	
 Refinancing
 Term Loans

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III
 Representations and Warranties

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.1

 	
  

 	
 Organization;
 Powers

 	
  

 	
 47

 
	
  

 	
 SECTION 3.2

 	
  

 	
 Authorization;
 Enforceability

 	
  

 	
 48

 
	
  

 	
 SECTION 3.3

 	
  

 	
 Governmental
 Approvals; No Conflicts

 	
  

 	
 48

 
	
  

 	
 SECTION 3.4

 	
  

 	
 Financial
 Condition; No Material Adverse Effect

 	
  

 	
 48

 
	
  

 	
 SECTION 3.5

 	
  

 	
 Properties

 	
  

 	
 48

 
	
  

 	
 SECTION 3.6

 	
  

 	
 Litigation
 and Environmental Matters

 	
  

 	
 49

 
	
  

 	
 SECTION 3.7

 	
  

 	
 Compliance
 with Laws and Agreements

 	
  

 	
 49

 
	
  

 	
 SECTION 3.8

 	
  

 	
 Investment
 Company Status

 	
  

 	
 49

 
	
  

 	
 SECTION 3.9

 	
  

 	
 Taxes

 	
  

 	
 49

 
	
  

 	
 SECTION 3.10

 	
  

 	
 ERISA

 	
  

 	
 49

 
	
  

 	
 SECTION 3.11

 	
  

 	
 Disclosure

 	
  

 	
 50

 
	
  

 	
 SECTION 3.12

 	
  

 	
 Subsidiaries

 	
  

 	
 50

 
	
  

 	
 SECTION 3.13

 	
  

 	
 Solvency

 	
  

 	
 50

 
	
  

 	
 SECTION 3.14

 	
  

 	
 Senior
 Indebtedness

 	
  

 	
 50

 



i








	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.15

 	
  

 	
 Use of
 Proceeds; Margin Regulations; OFAC

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV
 Conditions

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.1

 	
  

 	
 Effective
 Date

 	
  

 	
 51

 
	
  

 	
 SECTION 4.2

 	
  

 	
 Each Credit
 Event

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V
 Affirmative Covenants

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.1

 	
  

 	
 Financial
 Statements and Other Information

 	
  

 	
 53

 
	
  

 	
 SECTION 5.2

 	
  

 	
 Notices of
 Material Events

 	
  

 	
 54

 
	
  

 	
 SECTION 5.3

 	
  

 	
 Existence;
 Conduct of Business

 	
  

 	
 54

 
	
  

 	
 SECTION 5.4

 	
  

 	
 Payment of
 Obligations

 	
  

 	
 55

 
	
  

 	
 SECTION 5.5

 	
  

 	
 Maintenance
 of Properties; Insurance

 	
  

 	
 55

 
	
  

 	
 SECTION 5.6

 	
  

 	
 Books and
 Records; Inspection and Audit Rights

 	
  

 	
 55

 
	
  

 	
 SECTION 5.7

 	
  

 	
 Compliance
 with Laws and Agreements

 	
  

 	
 55

 
	
  

 	
 SECTION 5.8

 	
  

 	
 Intellectual
 Property

 	
  

 	
 55

 
	
  

 	
 SECTION 5.9

 	
  

 	
 Environmental
 Laws

 	
  

 	
 56

 
	
  

 	
 SECTION 5.10

 	
  

 	
 Future
 Guarantors

 	
  

 	
 56

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VI
 Negative Covenants

 	
  

 	
 56

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.1

 	
  

 	
 Financial
 Condition Covenants

 	
  

 	
 56

 
	
  

 	
 SECTION 6.2

 	
  

 	
 Priority
 Debt

 	
  

 	
 56

 
	
  

 	
 SECTION 6.3

 	
  

 	
 Liens

 	
  

 	
 57

 
	
  

 	
 SECTION 6.4

 	
  

 	
 Fundamental
 Changes

 	
  

 	
 58

 
	
  

 	
 SECTION 6.5

 	
  

 	
 Asset Sales

 	
  

 	
 58

 
	
  

 	
 SECTION 6.6

 	
  

 	
 Restricted
 Payments; Certain Payments of Subordinated Indebtedness

 	
  

 	
 59

 
	
  

 	
 SECTION 6.7

 	
  

 	
 Limitations
 on Modifications of Subordinated Indebtedness

 	
  

 	
 60

 
	
  

 	
 SECTION 6.8

 	
  

 	
 Transactions
 with Affiliates

 	
  

 	
 60

 
	
  

 	
 SECTION 6.9

 	
  

 	
 Restrictive
 Agreements

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII
 Events of Default

 	
  

 	
 61

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VIII
 The Administrative Agent

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX
 Miscellaneous

 	
  

 	
 65

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.1

 	
  

 	
 Notices

 	
  

 	
 65

 
	
  

 	
 SECTION 9.2

 	
  

 	
 Waivers;
 Amendments

 	
  

 	
 65

 
	
  

 	
 SECTION 9.3

 	
  

 	
 Judgment
 Currency

 	
  

 	
 66

 
	
  

 	
 SECTION 9.4

 	
  

 	
 Expenses;
 Indemnity; Damage Waiver

 	
  

 	
 67

 
	
  

 	
 SECTION 9.5

 	
  

 	
 Successors
 and Assigns; Participations and Assignments

 	
  

 	
 68

 
	
  

 	
 SECTION 9.6

 	
  

 	
 Survival

 	
  

 	
 71

 
	
  

 	
 SECTION 9.7

 	
  

 	
 Counterparts;
 Integration; Effectiveness

 	
  

 	
 71

 
	
  

 	
 SECTION 9.8

 	
  

 	
 Severability

 	
  

 	
 71

 
	
  

 	
 SECTION 9.9

 	
  

 	
 Right of
 Setoff

 	
  

 	
 71

 
	
  

 	
 SECTION 9.10

 	
  

 	
 Governing
 Law; Jurisdiction; Consent to Service of Process

 	
  

 	
 71

 
	
  

 	
 SECTION 9.11

 	
  

 	
 WAIVER OF
 JURY TRIAL

 	
  

 	
 72

 
	
  

 	
 SECTION 9.12

 	
  

 	
 Headings

 	
  

 	
 72

 
	
  

 	
 SECTION 9.13

 	
  

 	
 Confidentiality

 	
  

 	
 72

 



ii









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.14

 	
  

 	
 Releases of
 Guarantees

 	
  

 	
 73

 
	
  

 	
 SECTION 9.15

 	
  

 	
 USA Patriot
 Act

 	
  

 	
 73

 



iii






SCHEDULES:


	
  

 	
  

 	
  

 
	
 Schedule 1.1

 	
 —

 	
 Subsidiary Guarantors

 
	
 Schedule 2.1

 	
 —

 	
 Commitments

 
	
 Schedule 2.5

 	
 —

 	
 Existing Letters of Credit

 
	
 Schedule 3.6

 	
 —

 	
 Disclosed Matters

 
	
 Schedule 3.12

 	
 —

 	
 Subsidiaries

 



EXHIBITS:


	
  

 	
  

 	
  

 
	
 Exhibit A

 	
 —

 	
 Form of Assignment and
 Assumption

 
	
 Exhibit B-1

 	
 —

 	
 Form of Opinion of General
 Counsel

 
	
 Exhibit B-2

 	
 —

 	
 Form of Opinion of Gibson,
 Dunn & Crutcher LLP

 
	
 Exhibit C

 	
 —

 	
 Form of Subsidiary
 Guarantee

 
	
 Exhibit D

 	
 —

 	
 Form of Affiliate
 Subordinated Note

 
	
 Exhibit E

 	
 —

 	
 Form of Tax Certificate

 


iv






                    CREDIT
AGREEMENT, dated as of April 2, 2013 (this “Agreement”), among COTY
INC., a Delaware corporation (the “Borrower”), the banks, financial
institutions or other entities from time to time parties to this Agreement (as
more specifically defined below, the “Lenders”) BNP PARIBAS, CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,
DEUTSCHE BANK SECURITIES INC., ING BANK N.V., BANK OF AMERICA, N.A., MORGAN
STANLEY MUFG LOAN PARTNERS, LLC and WELLS
FARGO BANK, N.A. as syndication agents (in such capacities, the “Syndication
Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.


                    The
parties hereto hereby agree as follows:


ARTICLE I


Definitions 

                    SECTION 1.1 Defined Terms.
As used in this Agreement, the following terms have the meanings specified below: 


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


                    “Additional
Lender” has the meaning set forth in Section 2.21.


                    “Adjusted
Eurocurrency Rate” means, with respect to any Eurocurrency Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/100 of 1%) equal to (a) the Eurocurrency Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate, plus
with respect to any Eurocurrency Borrowing funded in Sterling through a branch
of any Lender which is located in the United Kingdom, the cost certified by
such Lender to the Administrative Agent to be the cost to that Lender of
compliance with the Mandatory Liquid Asset requirements of the Bank of England
during such Interest Period, expressed as a percentage rate per annum.


                    “Administrative
Agent” means JPMorgan Chase Bank, N.A., together with its affiliates, as an
arranger of the Commitments and as the administrative agent for the Lenders
under this Agreement and the other Loan Documents, together with any of its
successors; it being understood that matters concerning Qualified Foreign
Currency Loans will be administered by J.P. Morgan Europe Limited and therefore
all notices concerning such Loans will be required to be given at the London
Administrative Office.


                    “Administrative
Office” means the New York Administrative Office or the London
Administrative Office, as applicable.


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


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


                    “Affiliate
Subordinated Indebtedness” means unsecured Indebtedness of the Borrower
owing to any holder of Capital Stock of the Borrower, provided that such
Indebtedness has substantially the terms specified in the form of Affiliate Subordinated
Note attached as Exhibit D hereto (with such 






modifications
as may be approved by the Administrative Agent in connection with the inclusion
of Indebtedness of the Parent incurred as “Senior Indebtedness” for the
purposes of any such Affiliate Subordinated Note).


                    “Agreement” has the
meaning set forth in the preamble.


                    “Alternate
Base Rate” means, for any day, a rate per annum equal to the highest of (a)
the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in
effect on such day plus 1⁄2 of 1% and (c) the Eurocurrency Rate that would be
calculated as of such day (or, if such day is not a Business Day, as of the
next preceding Business Day) in respect of a proposed Eurocurrency Loan
denominated in Dollars (or, in the case of Swingline Loans, the relevant
currency) with a one-month Interest Period plus 1.0%. Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or such Eurocurrency Rate shall be effective from and including
the effective date of such change in Prime Rate, the Federal Funds Effective
Rate or such Eurocurrency Rate, respectively.


                    “Applicable
Rate” means:


	
  

 	
  

 
	
  

 	
           (a)
 in the case of Term Loans (except Incremental Term Loans), a per annum rate
 determined pursuant to the pricing grid set forth below:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Consolidated
 Leverage Ratio

 	
  

 	
 ABR Spread

 	
  

 	
 Eurocurrency Spread

 	
  

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 
	
 Greater than or equal to 2.75 to 1.0

 	
  

 	
  

 	
 0.500

 	
 %

 	
  

 	
 1.500

 	
 %

 
	
 Greater than or equal to 2.0 to 1.0 and
 less than 2.75 to 1.0

 	
  

 	
  

 	
 0.375

 	
 %

 	
  

 	
 1.375

 	
 %

 
	
 Greater than or equal to 1.5 to 1.0 and
 less than 2.0 to 1.0

 	
  

 	
  

 	
 0.125

 	
 %

 	
  

 	
 1.125

 	
 %

 
	
 Less than 1.5 to 1.0

 	
  

 	
  

 	
 0.000

 	
 %

 	
  

 	
 1.000

 	
 %

 






	
  

 	
  

 
	
  

 	
           (b)
 in the case of the Revolving Facility, a per annum rate determined pursuant
 to the pricing grid set forth below:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Consolidated
 Leverage Ratio

 	
  

 	
 ABR

 Spread

 	
  

 	
 Eurocurrency

 Spread

 	
  

 	
 Facility Fee 

 Rate

 	
  

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 	
  

 
	
 Greater than or equal to 2.75 to 1.0

 	
  

 	
  

 	
 0.275

 	
 %

 	
  

 	
 1.275

 	
 %

 	
  

 	
 0.225

 	
 %

 
	
 Greater than or equal to 2.0 to 1.0 and
 less than 2.75 to 1.0

 	
  

 	
  

 	
 0.175

 	
 %

 	
  

 	
 1.175

 	
 %

 	
  

 	
 0.200

 	
 %

 
	
 Greater than or equal to 1.5 to 1.0 and
 less than 2.0 to 1.0

 	
  

 	
  

 	
 0.000

 	
 %

 	
  

 	
 0.950

 	
 %

 	
  

 	
 0.175

 	
 %

 
	
 Less than 1.5 to 1.0

 	
  

 	
  

 	
 0.000

 	
 %

 	
  

 	
 0.850

 	
 %

 	
  

 	
 0.150

 	
 %

 






	
  

 	
  

 
	
  

 	
           (c)
 in the case of Incremental Term Loans and Refinancing Term Loans, such per
 annum rates as shall be agreed to by the Borrower and the applicable
 Incremental Term Lenders or Refinancing Term Loans Lenders.

 


2






For purposes
of the foregoing, (i) the Consolidated Leverage Ratio shall be determined as of
the end of each fiscal quarter of the Borrower’s fiscal year for the four
fiscal quarters then ended based upon the Borrower’s consolidated financial
statements delivered pursuant to Section 5.1(a) or (b) and (ii) each change in
the Applicable Rate resulting from a change in the Consolidated Leverage Ratio
shall be effective during the period commencing on and including the date that
is three Business Days after the delivery to the Administrative Agent of such
consolidated financial statements indicating such change (each, an “Adjustment
Date”) and ending on the date immediately preceding the next succeeding
Adjustment Date on which a further change becomes applicable; provided
that the Consolidated Leverage Ratio shall be deemed to be greater than or
equal to 2.75 to 1.0 if the Borrower fails to deliver the consolidated
financial statements required to be delivered by it pursuant to Section 5.1(a)
or (b), during the period from the expiration of the time for delivery thereof
until the date that is three Business Days after such consolidated financial
statements are delivered. 


In addition,
at all times while an Event of Default shall have occurred and be continuing,
the highest rate set forth under the column entitled “Facility Fee Rate” of the
pricing grid immediately above shall apply for the facility fee.


                    “Assignee”
has the meaning set forth in Section 9.5(b).


                    “Assignment
and Assumption” means an Assignment and Assumption entered into by a Lender
and an Assignee (with the consent of any party whose consent is required
by Section 9.5), and
accepted by the Administrative Agent, in the form of Exhibit A or any
other form approved by the Administrative Agent.


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


                    “Base
Leverage Ratio” means 3.50 to 1.0.


                    “Benckiser
Family Member” shall mean the lineal descendants, by natural birth or by or
through adoption prior to the attainment of their eighteenth birthday, of Dr.
Albert Reimann (born in 1898 and died in 1984), including without limitation,
the lineal descendants by natural birth or by or through adoption prior to the
attainment of their eighteenth birthday of persons who qualify as lineal
descendants of said Dr. Albert Reimann by reason of their and/or their
ancestors’ adoption prior to the attainment of their eighteenth birthday, as
well as the surviving spouses of any such lineal descendant of Dr. Albert
Reimann, after such descendant’s death, if such surviving spouse is also a
stockholder of Donata Holding SE and/or Parentes Holding SE.


                    “Benckiser
Controlled Trust” shall mean any trust the primary beneficiaries of which
are Benckiser Family Members (“Benckiser Beneficiaries”). For purposes of this
definition, the primary beneficiaries of a trust will be deemed to be Benckiser
Beneficiaries if, under the maximum exercise of 


3





discretion by
the trustee in favor of persons who are not Benckiser Beneficiaries, the value
of the interests of such persons in such trust, computed actuarially, is less
than 50%. The factors and methods prescribed in section 7520 of the Internal
Revenue Code of 1986, as amended, for use in ascertaining the value of certain
interests shall be used in determining a beneficiary’s actuarial interest in a
trust for purposes of applying this definition. For purposes of this
definition, the actuarial value of the interest in a trust of any person in
whose favor a testamentary power of appointment may be exercised shall be
deemed to be zero. For purposes of this definition, in the case of a trust created
by a Benckiser Family Member, the actuarial value of the interest in such trust
of any person who may receive trust property only at the termination of the
trust and then only in the event that, at the termination of the trust, there
are no living issue of such Benckiser Family Member shall be deemed to be zero.


                    “Blockage
Amount” has the meaning set forth in Section 2.4(b).


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


                    “Borrower”
has the meaning set forth in the preamble.


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


                    “Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with
this Agreement.


                    “Business
Day” means any day that (a) is not a Saturday or Sunday and
(b)(i) when used in connection with a Loan denominated in Euros, is a
TARGET Settlement Day, (ii) when used in connection with a Loan denominated in
Dollars, is a New York Business Day, provided, that if such Loan is a
Eurocurrency Loan, such day is also a London Business Day, (iii) when used in
connection with a Loan denominated in any other currency, is a day on which
dealings in such currency can occur in the London interbank market and on which
banks are open for business in the principal financial center for that currency
and (iv) when used in connection with matters not relating to Loans, is a New
York Business Day.


                    “Calculation
Date” means two Business Days prior to the last Business Day of each fiscal
quarter (or any other day selected by the Administrative Agent when an Event of
Default has occurred and is continuing (each, an “Optional Calculation Date”));
provided, that the second Business Day preceding each borrowing date
with respect to any Qualified Foreign Currency Loan and each Letter of Credit
denominated in a Qualified Foreign Currency shall also be a “Calculation Date”
with respect to the relevant Qualified Foreign Currency; provided, further,
that the second Business Day preceding each date on which any Qualified Foreign
Currency Loan is extended or rolled-over shall also be a “Calculation Date”
with respect to the relevant Qualified Foreign Currency.


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


                    “Capital
Stock” means any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a


4






Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.


                    “Change
in Control” means (a) at any time prior to an IPO, the Owner Group shall
cease to have the power, directly or indirectly, to vote or direct the voting
of securities having a majority of the ordinary voting power for the election
of directors of the Borrower (determined on a fully diluted basis); (b) at any
time after an IPO, (i)(A) any person or group (within the meaning of Sections
13(d) and 14(d) under the Exchange Act), other than the Owner Group, acquires
the power, directly or indirectly, to vote or direct the voting of securities
having more than 30% of the ordinary voting power for the election of directors
of the Borrower (determined on a fully diluted basis) and (B) the Owner Group
shall cease to be the ultimate “beneficial owner” (as defined in Rules 13d-3
and 13d5 under the Exchange Act), directly or indirectly, of a greater
percentage of the securities having the ordinary voting power for the election
of directors of the Borrower (determined on a fully diluted basis) than such
other person or group (within the meaning of Sections 13(d) and 14(d) under the
Exchange Act) or (ii) at any time after an IPO, the board of directors of the Borrower
shall cease to consist of a majority of Continuing Directors; or (c) the
occurrence of any change in control (or any defined term having a
similar purpose) under the documentation governing the Borrower’s Notes issued
June 16, 2010 in the original aggregate principal amount of $500,000,000.


                    “Change
in Law” means (a) the adoption of any law, rule or regulation after the
Effective Date, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
Effective Date or (c) compliance by any Lender or Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s
or Issuing Bank’s holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental
Authority made or issued after the Effective Date. Notwithstanding anything
herein to the contrary, (i) all requests, rules, guidelines, requirements and
directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or by United
States or foreign regulatory authorities, in each case pursuant to Basel III,
and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements and directives thereunder or issued
in connection therewith or in implementation thereof, shall in each case be
deemed to be a Change in Law, regardless of the date enacted, adopted, issued
or implemented; provided that the determination by any Lender of any
additional amount owing to it, to the extent (but only to the extent) claimed
in reliance on this sentence, shall be made in good faith in a manner generally
consistent with such Lender’s standard practices.


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


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


                    “Commitment”
means, as to any Lender, the sum of the Term Loan Commitment and the Revolving
Commitment of such Lender.


                    “Conduit
Lender” means any special purpose corporation organized and administered by
any Lender for the purpose of making Loans otherwise required to be made by
such Lender and designated by such Lender in a written instrument; provided,
that the designation by any Lender of a Conduit Lender shall not relieve the
designating Lender of any of its obligations to fund a Loan under this
Agreement if, for any reason, its Conduit Lender fails to fund any such Loan,
and the designating Lender (and not the Conduit Lender) shall have the sole right
and responsibility to deliver all consents and waivers required or requested
under this Agreement with respect to its Conduit Lender and to exercise all 


5






rights and
remedies under this Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to receive any
greater amount pursuant to Section 2.15, 2.17 and 9.4 than the designating Lender would have been entitled
to receive in respect of the extensions of credit made by such Conduit Lender
or (b) be deemed to have any Commitment.


                    “Consolidated
EBITDA” for any period, Consolidated Net Income for such period plus,
without duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (a) total income tax
expense, (b) interest expense, amortization or write-off of debt discount and
debt issuance costs and commissions, discounts and other fees and charges
associated with Indebtedness (including the Loans), (c) depreciation and
amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs, (e) charges incurred during such
period in connection with restructuring or reorganization changes, including
without limitation post-closing restructuring, reorganization and/or
integration charges or costs, (f) non-recurring fees and expenses relating to
consummated acquisitions of property or a series of related acquisitions of
property, provided that for purposes of clause (e) and this clause (f) the
aggregate amount of such charges, fees and expenses shall not exceed in any rolling
four quarter period an amount equal to 15% of Consolidated EBITDA for such
period (determined without giving effect to the charges, fees and expenses in
clause (e) and this clause (f)), (g) non-recurring acquisition expenses
relating to non-consummated acquisitions, provided that for purposes of this
clause (g) any such expenses shall not exceed $30,000,000 in the aggregate
during the term of this Agreement, (h) non-recurring transaction costs, fees
and expenses incurred in connection with any IPO and any follow-on public
offerings of the Capital Stock of the Borrower whether or not consummated, and
(i) any other non-cash charges (not including accruals) and minus, to
the extent included in the statement of such Consolidated Net Income for such
period, the sum of (a) interest income and (b) any other non-cash income (not
including accruals), all as determined on a consolidated basis. For the
purposes of calculating Consolidated EBITDA for any period of four consecutive
fiscal quarters (each, a “Reference Period”) pursuant to any
determination of the Consolidated Leverage Ratio, (i) if at any time during
such Reference Period the Borrower or any Subsidiary shall have made any
Significant Disposition, the Consolidated EBITDA for such Reference Period
shall be reduced by an amount equal to the Consolidated EBITDA (if positive)
attributable to the property that is the subject of such Significant
Disposition for such Reference Period or increased by an amount equal to the
Consolidated EBITDA (if negative) attributable thereto for such Reference
Period and (ii) if during such Reference Period the Borrower or any Subsidiary
shall have made a Significant Acquisition, Consolidated EBITDA for such
Reference Period shall be calculated after giving pro forma
effect thereto as if such Significant Acquisition occurred on the first day of
such Reference Period. As used in this definition, “Significant Acquisition”
means any acquisition of property or series of related acquisitions of property
that (a) constitutes assets comprising all or substantially all of an operating
unit of a business or constitutes all or substantially all of the common stock
of a Person and (b) involves the payment of consideration by the Borrower and
its Subsidiaries in excess of $20,000,000; and “Significant Disposition”
means any Disposition of property or series of related Dispositions of property
that yields gross proceeds to the Borrower or any of its Subsidiaries in excess
of $20,000,000.


                    “Consolidated
Interest Coverage Ratio” for any period, the ratio of (a) Consolidated
EBITDA for such period to (b) Consolidated Interest Expense for such period.


                    “Consolidated
Interest Expense” for any period, total cash interest expense (including
that attributable to Capital Lease Obligations) of the Borrower and its
Subsidiaries that is payable during such period with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries (including, without
limitation, all commissions, discounts and other fees and charges owed with
respect to letters of credit and net costs under Interest Rate Protection
Agreements to the extent such net costs are allocable to interest expense for
such period in accordance with GAAP), reduced by the amount of cash interest
income earned during such period.


6





                    “Consolidated
Leverage Ratio” as at the last day of any period, the ratio of (a)
Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.


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


                    “Consolidated
Total Debt” means at any date, an amount equal to (a) the aggregate
principal amount of all Indebtedness of the Borrower and its Subsidiaries
(excluding (i) contingent obligations in respect of undrawn letters of credit,
(ii) Affiliate Subordinated Indebtedness (provided that on the date of
incurrence of such Affiliate Subordinated Indebtedness, no Default or Event of
Default shall have been in existence) and (iii) obligations in respect of the
deferred purchase price of Property or services) at such date minus (b)
the aggregate amount of cash and Permitted Investments held at such date by the
Borrower and its Subsidiaries, in each case free and clear of any Lien, but
only to the extent that the aggregate amount of such cash and Permitted
Investments exceeds $25,000,000, determined on a consolidated basis in
accordance with GAAP.


                    “Continuing
Directors” means
the directors of the Borrower on the date of an IPO and each other director,
if, in each case, such other director’s election to the board of directors of
the Borrower is recommended by, or such other director’s election is approved
by, at least a majority of the then Continuing Directors.


                    “Contractual
Obligation” 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 either 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.


                    “Copyright
Licenses” means all agreements providing for the grant of any interest in a
Copyright by or to any Person.


                    “Copyrights”
means all current and future copyrights and copyrightable works, registered or
unregistered, and all other rights therein or derived therefrom, and all
registrations, applications, recordings, renewals or extensions relating
thereto.


                    “Credit
Increase” has the meaning set forth in Section 2.21.


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


7





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


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


                    “Determination
Date” means the last Business Day of each month and each date that is two
Business Days after any Optional Calculation Date.


                    “Disclosed
Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.6.


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


                    “Dollar
Equivalent” means, with respect to an amount of any Qualified Foreign
Currency on any date, the amount of Dollars that may be purchased with such
amount of such currency at the Spot Exchange Rate (determined as of the most
recent Calculation Date) with respect to such currency on such date.


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


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


                    “Effective
Date” means the date on which the conditions specified in Section 4.1
are satisfied (or waived in accordance with Section 9.2), which date is
April 2, 2013.


                    “Eligible
Assignee” means (a) a commercial bank organized under the laws of the
United States, or any state thereof, and having total assets in excess of
$1,000,000,000 or (b) a commercial bank organized under the laws of any country
that is a member of the Organization for Economic Cooperation and Development,
or under the laws of a political subdivision of any such country, and having
total assets in excess of $1,000,000,000; provided that such bank is
acting through a branch or agency located in such country or the United States.


8





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


                    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities) of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (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.


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


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


                    “ERISA
Event” means (a) the failure of any Plan, or any of the Borrower or any
ERISA Affiliate to comply with any applicable provisions of ERISA and/or the
Code (and applicable regulations under either) or with the terms of any such
Plan; (b) the existence with respect to Borrower or any ERISA Affiliate or any
Plan of a Prohibited Transaction; (c) any Reportable Event; (d) the failure of
Borrower or any ERISA Affiliate to make by its due date a required installment
under Section 430(j) of the Code with respect to any Plan or any failure by any
Plan to satisfy the minimum funding standards (as defined in Section 412 of the
Code or Section 302 of ERISA), whether or not waived; (e) a determination that
any Plan is, or is expected to be, in “at risk” status (within the meaning of
Section 430 of the Code or Section 303 of ERISA); (f) the filing pursuant to
Section 412(c) of the Code or Section 302(c) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (g) the
occurrence of any event or condition which might constitute grounds under ERISA
for the termination of, or the appointment of a trustee to administer, any Plan
or the incurrence by the Borrower or any ERISA Affiliate of any liability under
Title IV of ERISA with respect to the termination of any Plan, including but
not limited to the imposition of any Lien in favor of the PBGC or any Plan; (h)
the receipt by the Borrower, any Subsidiary or any ERISA Affiliate from PBGC or
a plan administrator of any notice relating to an intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan under Section 4042
of ERISA; (i) the failure by Borrower, any Subsidiary or any ERISA Affiliate to
make any required contribution to a Multiemployer Plan; (j) the incurrence by
the Borrower, any Subsidiary or any ERISA Affiliate of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; (k) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower, any
Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, Insolvent, in Reorganization, in “endangered” or “critical”
status (within the meaning of Section 432 of the Code or Section 305 of ERISA),
or terminated (within the meaning of Section 4041A of ERISA; (l) the failure by
the Borrower, any Subsidiary or any ERISA Affiliate to pay when due (after
expiration of any applicable grace period) any installment payment with respect
to Withdrawal Liability under Section 4201 of ERISA; and (m) a Foreign Plan
Event.


9






                    “Euro”
means the lawful single currency of participating member states of the European
Monetary Union. 


                    “Eurocurrency”,
when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Adjusted Eurocurrency Rate. 


                    “Eurocurrency
Rate” means, with respect to any Eurocurrency Borrowing for any Interest
Period, the rate appearing on the relevant page of the Reuters screen (or any
successor to or substitute for such screen, providing rate quotations comparable
to those currently provided on such page of such screen, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to deposits in Dollars or the relevant Qualified
Foreign Currency, as the case may be, in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to (and in the
case of a Sterling Borrowing on the day of) the commencement of such Interest
Period, as the rate for deposits in such currency with a maturity comparable to
such Interest Period. In the event that such rate is not available at such time
for any reason, then the “Eurocurrency Rate” with respect to such
Eurocurrency Borrowing for such Interest Period shall be the rate at which deposits
in the relevant currency of $5,000,000 (or the appropriate equivalent thereof)
and for a maturity comparable to such Interest Period are offered by the
principal London office of the Administrative Agent in immediately available
funds in the relevant interbank market at approximately 11:00 a.m., London
time, two Business Days prior to (and in the case of a Sterling Borrowing on
the day of) the commencement of such Interest Period.


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


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


                    “Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, any
Issuing Bank or any other recipient of any payment to be made by or on account
of any obligation of any Loan Party hereunder, (a) income, franchise or similar
taxes imposed on (or measured by) its net income (i) by the United States of
America or any political subdivision thereof, (ii) by the jurisdiction under
the laws of which such recipient is organized or in which its principal office
is located, (iii) in the case of any Lender, in which its applicable lending
office is located or (iv) imposed solely by reason of the Administrative Agent,
such Lender, such Issuing Bank or such other recipient, as the case may be,
doing business in the jurisdiction imposing such tax, other than as a result of
this Agreement or any other Loan Document or any transaction contemplated
hereby or thereby, (b) any branch profits taxes imposed by the United States of
America or any political subdivision thereof or any similar tax imposed by any
other jurisdiction in which the Borrower is located, (c) in the case of a
Foreign Lender (other than an Assignee pursuant to a request by the Borrower
under Section 2.19(b)), any United States withholding tax resulting from any
Requirement of Law in effect on the date such Foreign Lender becomes a party to
this Agreement (or designates a new lending office), 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 United States withholding tax
pursuant to Section 2.17(a), (d) any United States withholding tax that is
attributable to such Foreign Lender’s failure to comply with Section 2.17(e)
and (e) any United States withholding tax imposed under FATCA.


                    “Existing
Credit Agreement” means the Credit Agreement dated as of August 22, 2011,
as amended, among the Borrower, certain of its Subsidiaries, the lenders
parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and
certain other parties.


10






                    “Existing
Letters of Credit” means the letters of credit listed on Schedule 2.5
hereto.


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


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


                    “Fee
Payment Date” means each date that is three Business Days after the last
Business Day of each March, June, September and December.


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


                    “Foreign
Lender” means any Lender that is not organized under the laws of the United
States of America, any State thereof or the District of Columbia.


                    “Foreign
Plan Event” means with respect to each employee pension benefit plan
(within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA)
that is not subject to US law and is maintained or contributed to by the
Borrower, any other Loan Party or any ERISA Affiliate (any of the foregoing, a
“Foreign Plan”): (A) the failure to make or, if applicable, accrue in
accordance with normal accounting practices, any employer or employee
contributions required by applicable law or by the terms of any Foreign Plan;
(B) the failure to register or loss of good standing with applicable regulatory
authorities of any Foreign Plan required to be registered; or (C) the failure
of any Foreign Plan to comply with any material provisions of applicable law
and regulations or with the material terms of such Foreign Plan.


                    “Foreign
Subsidiary” means any Subsidiary that is organized under the laws of a
jurisdiction other than any State of the United States of America or the
District of Columbia.


                    “Fronting
Fee Rate” means a rate per annum separately agreed to between the Borrower
and the relevant Issuing Bank.


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


                    “Governmental
Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including,
without limitation, any European central bank or other similar agency,
authority or regulatory body).


11





                    “Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent
or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of
the guarantor, direct or indirect, (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or to purchase
(or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease Property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of
business.


                    “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.


                    “Holdings”
means any Person formed in connection with an acquisition and/or the financing
thereof as to which the Borrower is a direct or indirect subsidiary, it being
understood that the foregoing shall not include any Person formed directly or
indirectly by the Owner Group in connection with an acquisition not intended to
be integrated with the business of the Borrower and its Subsidiaries.


                    “Immaterial
Subsidiary” means one
or more Domestic Subsidiaries, as to which the (i)
assets, (ii) revenues and (iii) earnings before interest, taxes, depreciation
and amortization (excluding intercompany receivables and revenues that would be
eliminated upon consolidation in accordance with GAAP) of which do not, in the
case of each of clauses (i), (ii) and (iii) in the aggregate for all such Domestic Subsidiaries, at the time
of determination (determined, in the case of clauses (ii) and (iii), in respect
of the most recent period of four consecutive fiscal quarters of the Borrower
for which the relevant financial information is available), exceed five percent of the consolidated
assets, consolidated revenues or Consolidated EBITDA (excluding intercompany
receivables and revenue that would be eliminated upon consolidation in
accordance with GAAP), respectively, of the Borrower and its Subsidiaries at
such time.


                    “Incremental
Amendment” has the meaning set forth in Section 2.21.


                    “Incremental
Term Loans” has the meaning set forth in Section 2.21.


                    “Indebtedness”
of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind,
(b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c) all obligations of such Person upon which
interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to Property
acquired by such Person, (e) all obligations of such Person in respect of
the deferred purchase price of Property or services (excluding current accounts
payable incurred in the ordinary course of business), (f) all obligations
of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on Property
owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person,
(i) all obligations, contingent or otherwise, of such Person as an account
party in respect of letters of credit and letters of guaranty, (j) the liquidation
value of all redeemable preferred Capital Stock of such Person (excluding
preferred Capital Stock of the Borrower), (k) all obligations, contingent or


12





otherwise, of
such Person in respect of bankers’ acceptances and (l) to the extent not
otherwise included, indebtedness or other similar obligations (including, if
applicable, net investment amounts) pursuant to any Permitted Receivables
Facility. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not
liable therefor.


                    “Indemnified
Taxes” means Taxes other than Excluded Taxes.


                    “Information
Memorandum” means the Confidential Information Memorandum dated March 2013
relating to the Borrower and the Transactions.


                    “Infringement”
means infringement, imitation, dilution, misappropriation, other impairment, or
unauthorized use or conduct in derogation of.


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


                    “Intellectual
Property” means the aggregate of the Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks, Trademark Licenses, and all other
intellectual property, including without limitation, trade secrets, technology,
know-how and confidential information, and (a) the right to sue or
otherwise recover for any and all past, present and future Infringement of the
foregoing, (b) all income, royalties, damages, settlements and other payments
now and hereafter due and/or payable with respect to the foregoing and (c) all
other rights, privileges and priorities of any Person with respect to all U.S.,
state and foreign intellectual property.


                    “Interest
Election Request” means a request by the Borrower to convert or continue a
Revolving Borrowing or Term Borrowing in accordance with Section 2.7.


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


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


13





                    “Interest
Rate Protection Agreement” means any interest rate protection agreement,
interest rate futures contract, interest rate option, interest rate cap or
other interest rate hedge arrangement, to or under which the Borrower or any
Subsidiary is a party or a beneficiary on the date hereof or becomes a party or
a beneficiary after the date hereof.


                    “IPO”
means an initial public offering of the common Capital Stock of the Borrower
pursuant to an effective registration statement under the Securities Act of
1933, as amended.


                    “Issuing
Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of
Letters of Credit, and its successors in such capacity as provided in
Section 2.5(i). The Issuing Bank may, in its discretion, arrange for one
or more Letters of Credit to be issued by Affiliates of such Issuing Bank
  reasonably acceptable to the Borrower, in which case the term “Issuing
Bank” shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate. 


                    “Joint
Lead Arrangers” means the entities listed as Joint Lead Arrangers and Joint
Bookrunners on the cover page hereto.


                    “Judgment
Currency” has the meaning set forth in Section 9.3.


                    “Judgment
Currency Conversion Date” has the meaning set forth in Section 9.3.


                    “L/C
Disbursement” means a payment made by any Issuing Bank pursuant to a Letter
of Credit.


                    “L/C
Exposure” means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time that are denominated
in Dollars, plus (b) the Dollar Equivalent at such time of the aggregate
undrawn amount of all outstanding Letters of Credit at such time that are
denominated in Qualified Foreign Currencies, plus (c) the aggregate principal
amount of all L/C Disbursements in respect of Letters of Credit denominated in
Dollars that have not yet been reimbursed at such time, plus (d) the
Dollar Equivalent at such time of the aggregate principal amount of all L/C
Disbursements in respect of Letters of Credit denominated in Qualified Foreign
Currencies that have not yet been reimbursed at such time. The L/C Exposure of
any Revolving Lender at any time shall mean its Revolving Percentage of the
aggregate L/C Exposure at such time.


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


                    “Lenders”
means the Persons listed on Schedule 2.1 and any other Person that shall
have become a party hereto pursuant to an Assignment and Assumption, other than
any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption. Unless the context otherwise requires, the term “Lenders” includes
each Swingline Lender and each Issuing Bank.


                    “Letter
of Credit” means any letter of credit issued pursuant to this Agreement.


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


14





                    “Loan”
means any loan made by any Lender to the Borrower pursuant to this Agreement.


                    “Loan
Documents” means this Agreement and the Subsidiary Guarantee.


                    “Loan
Parties” means the Borrower and the Subsidiary Guarantors.


                    
“London Administrative Office” means the Administrative Agent’s office
located at 25 Bank Street, Canary Wharf, London, or such other office in London
as may be designated by the Administrative Agent by written notice to the
Borrower and the Lenders.


                    “London
Business Day” means any day on which banks are open for general business in
London.


                    “Material
Acquisition” means any acquisition of property or series of related
acquisitions of property that (a) constitutes assets comprising of all or
substantially all of an operating unit or brand of a business or constitutes
all or substantially all of the common stock of a Person and (b) involves the
payment of consideration or assumption of Indebtedness by the Borrower and its
Subsidiaries in excess of $350,000,000.


                    “Material
Adverse Effect” means a material adverse effect on (a) the business,
results of operations, assets or financial condition of the Borrower and its
Subsidiaries taken as a whole, or (b) the validity or enforceability of any of
the Loan Documents or the rights and remedies of the Administrative Agent and
the Lenders thereunder.


                    “Material
Domestic Subsidiary” means any Domestic Subsidiary whose (a) assets, (b)
revenues and (c) earnings before interest, taxes, depreciation and amortization
(excluding intercompany receivables and revenues that would be eliminated upon
consolidation in accordance with GAAP), at the time of determination
(determined, in the case of clauses (b) and (c), in respect of the most recent
period of four consecutive fiscal quarters of the Borrower for which the
relevant financial information is available), in each case exceed $5,000,000.


                    “Material
Subsidiary” means (a) any Subsidiary (other than a joint venture), the (i)
assets, (ii) revenues or (iii) earnings before interest, taxes, depreciation
and amortization (excluding intercompany receivables and revenues that would be
eliminated upon consolidation in accordance with GAAP) of which are, at the
time of determination (determined, in the case of clauses (ii) and (iii), in
respect of the most recent period of four consecutive fiscal quarters of the
Borrower for which the relevant financial information is available), equal to
or greater than five percent of the consolidated assets, consolidated revenues
or Consolidated EBITDA (excluding intercompany receivables and revenue that
would be eliminated upon consolidation in accordance with GAAP), respectively,
of the Borrower and its Subsidiaries at such time or (b) any Material Domestic
Subsidiary (other than a joint venture).


                    “Maturity
Date” means the fifth anniversary of the Effective Date.


                    “Maximum
Leverage Ratio” means the Base Leverage Ratio; provided that for the four
consecutive fiscal quarters ended immediately following the closing of a
Material Acquisition (including the fiscal quarter in which such Material
Acquisition occurs), the Maximum Leverage Ratio shall be the Post-Acquisition
Leverage Ratio; provided, however, that, immediately after any such four fiscal
quarter period, there shall be at least two consecutive fiscal quarters the
Maximum Leverage Ratio applicable to which shall be the Base Leverage Ratio
regardless of any other Material Acquisitions.


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


15





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


                    “Net
Proceeds” means, with respect to any event (a) the cash proceeds received
in respect of such event, net of (b) all reasonable fees and out-of-pocket
expenses paid by the Borrower and the Subsidiaries to third parties (other than
Affiliates) in connection with such event.


                    “New
York Administrative Office” means the Administrative Agent’s office located
at 383 Madison Avenue, 24th Fl., New York, NY 10179, or such other
office in New York City as may be designated by the Administrative Agent by
written notice to the Borrower and the Lenders.


                    “New
York Business Day” means any day on which commercial banks are open for
business and are not required or authorized by law to close in New York City.


                    “Notes”
means the collective reference to any promissory note evidencing Loans.


                    “Obligation
Currency” shall have the meaning set forth in Section 9.3.


                    “OFAC”
shall have the meaning set forth in Section 3.15(c).


                    “OFAC
Listed Person” shall have the meaning set forth in Section 3.15(c).


                    “Optional
Calculation Date” has the meaning set forth in the definition of
“Calculation Date”.


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


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


                    “Overdraft
Swingline Loans” means Swingline Loans made by JPMorgan Chase Bank, N.A.,
pursuant to the second to last sentence of Section 2.4(b).


                    “Owner
Group” means (a) Benckiser Family Members, (b) any Benckiser Controlled
Trust, or (c) any Person of which more than 50% of the voting shares or voting
(or otherwise controlling) equity interests in such Person are directly or
indirectly owned or controlled by, or held for the benefit of, one or more of
the Persons described in clauses (a) or (b) of this definition (each such
person described in clauses (a),(b) and (c), a “Benckiser Permitted Holder”). A
Benckiser Permitted Holder shall not lose such status merely because (x) the
identity of the individuals comprising Benckiser Family Members (as determined
in accordance with the definition thereof) and owning or for whose benefit such
shares or equity interests are held and/or (y) any executor(s),
administrator(s), guardian(s), trustee(s) or other Person(s) acting as a
fiduciary with respect to such Benckiser Family Members or serving in any
similar or corresponding capacity may change from time to time for any reason,
including without limitation, death, retirement, resignation, removal,
appointment, intra-family transfers or otherwise.


16





                    “Participant”
has the meaning set forth in Section 9.5(c).


                    “Participant
Register” has the meaning set forth in Section 9.5(c).


                    “Patent
Licenses” means all agreements providing for the grant by or to any Person
of any right to manufacture, use or sell in any country any invention covered
by a Patent.


                    “Patents”
means all current and future letters patent of the United States or any other
country, and all applications, divisions, continuations, continuations-in-part,
reissues and extensions thereof.


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


                    “Permitted
Encumbrances” means:


                    (a)
Liens imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.4;


                    (b)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other
like Liens imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 90 days or are being contested in
compliance with Section 5.4;


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


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


                    (e)
judgment liens in respect of judgments that do not constitute an Event of
Default under clause (j) of Article VII;


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


                    (g)
Liens encumbering deposits in favor of depositing banks arising as a matter of
law;


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


                    “Permitted
Investments” means:


                    (a)
direct obligations of, or obligations the principal of and interest on which
are unconditionally guaranteed by, the United States of America (or by any
agency thereof to the extent such obligations are backed by the full faith and
credit of the United States of America), in each case maturing within one year
from the date of acquisition thereof;


17





                    (b)
investments in commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, the highest credit
rating obtainable from S&P or from Moody’s;


                    (c)
investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, any Lender, any domestic office of any commercial bank organized or
licensed under the laws of the United States of America or any State thereof
which has a combined capital and surplus and undivided profits of not less than
$500,000,000 or, in the case of Foreign Subsidiaries, any local office of any
commercial bank organized under the laws of the relevant local jurisdiction or
any political subdivision thereof which has a combined capital and surplus and
undivided profits of not less than $100,000,000; and


                    (d)
fully collateralized repurchase agreements with a term of not more than 30 days
for securities described in clause (a) above and entered into with a
financial institution satisfying the criteria described in clause (c)
above.


                    
“Permitted Receivables Facility” means any program for the transfer by
the Borrower or any of its Subsidiaries, without recourse (other than customary
limited recourse) to the Borrower or any of its Subsidiaries (other than the
Receivables Subsidiary), to any buyer, purchaser or lender of interests in
accounts receivable (including any Subsidiary of the Borrower), so long as the
aggregate outstanding principal amount of Indebtedness incurred pursuant to
such program shall not exceed $400,000,000 at any one time.


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


                    “Plan”
means any employee pension benefit plan (as defined in Section 3(2) of
ERISA, other than a Multiemployer Plan) subject to the provisions of Title IV
of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of
which the Borrower, any
Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4062 or 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA.


                    “Pooling
System” means a notional netting or similar cash management program.


                    “Post-Acquisition
Leverage Ratio” means 4.00 to 1.0.


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


                    “Priority
Debt” means (a) all unsecured Indebtedness of any Subsidiary, other than (i)
Indebtedness of any Subsidiary owed to the Borrower or a Subsidiary Guarantor and (ii) Indebtedness of a Subsidiary Guarantor, and (b) Indebtedness and other obligations of the Borrower or
any Subsidiary secured by Liens described in Sections 6.3(j) and 6.3(k).
Notwithstanding the foregoing, Priority Debt shall not include (1) Indebtedness
of a Receivables Subsidiary pursuant to any
Permitted Receivables Facility or (2) Indebtedness of any
Person acquired by the Borrower or any Subsidiary which Indebtedness (w) was in
existence at the time of such acquisition, (x) was not
incurred in contemplation of such acquisition, (y) is in a principal amount not
exceeding the principal amount outstanding at the time of such acquisition and
(z) is repaid in full within 360 days after such acquisition.


18





                    “Prohibited
Transaction” has the meaning assigned to such term in Section 406 of ERISA
and Section 4975(c) of the Code.


                    “Property”
means any right or interest in or to property or assets of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, including,
without limitation, Capital Stock.


                    “Qualified
Foreign Currency” means Sterling, Swiss Franc, Canadian Dollar and Euro.


                    “Qualified
Foreign Currency Borrowing” means any Borrowing comprised of Qualified
Foreign Currency Loans.


                    “Qualified
Foreign Currency Loan” means any Loan denominated in a Qualified Foreign
Currency.


                    “Receivables
Subsidiary” means the special purpose entity established as a “bankruptcy
remote” Subsidiary of the Borrower for the purpose of acquiring accounts
receivable under any Permitted Receivables Facility, which shall engage in no
operations or activities other than those related to such Permitted Receivables
Facility.


                    “Refinancing
Term Loans” shall have the meaning set forth in Section 2.22.


                    “Register”
has the meaning set forth in Section 9.5(b).


                    “Reimbursement
Obligation” means the obligation of the Borrower to reimburse the relevant
Issuing Bank pursuant to Section 2.5(e) for amounts drawn under Letters of
Credit.


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


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


                    “Reportable
Event” means any “reportable event,” as defined in Section 4043(c) of ERISA
or the regulations issued thereunder, with respect to a Plan, other than those
events as to which notice is waived pursuant to DOL Reg. § 4043.


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


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


19





                    “Responsible
Officer”: the chief executive officer, president or chief financial officer
of the Borrower, but in any event, with respect to financial matters, the chief
financial officer of the Borrower.


                    “Restricted
Payment” means any dividend or other distribution (whether in cash, securities
or other Property) with respect to any shares of any class of Capital Stock 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 shares of Capital Stock of the Borrower or any Subsidiary or any
option, warrant or other right to acquire any such shares of Capital Stock of
the Borrower or any Subsidiary.


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


                    “Revolving
Commitment” means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender’s Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.8, (b)
increased from time to time pursuant to Section 2.21 and (c) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.5. The initial amount of each Lender’s Revolving
Commitment is set forth on Schedule 2.1, the applicable Incremental Amendment
or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the
Revolving Commitments is $1,250,000,000.


                    “Revolving
Commitment Increase” has the meaning set forth in Section 2.21.


                    “Revolving
Exposure” means, with respect to any Lender, at any time, the sum of
(a) the aggregate outstanding principal amount of such Lender’s Revolving
Loans at such time that are denominated in Dollars, plus (b) the Dollar
Equivalent at such time of the aggregate outstanding principal amount of such
Lender’s Revolving Loans at such time that are denominated in Qualified Foreign
Currencies, plus (c) such Lender’s L/C Exposure at such time, plus (d)
such Lender’s Swingline Exposure at such time.


                    “Revolving
Lender” means a Lender with a Revolving Commitment or, if the Revolving
Commitments have terminated or expired, a Lender with Revolving Exposure.


                    “Revolving
Loan” means a Loan made pursuant to clause (b) of Section 2.1.


                    “Revolving
Percentage” means, with respect to any Revolving Lender, the percentage of
the total Revolving Commitments represented by such Lender’s Revolving
Commitment. If the Revolving Commitments have terminated or expired, the
Revolving Percentages shall be determined based upon the Revolving Commitments
most recently in effect, giving effect to any assignments.


                    “S&P”
means Standard & Poor’s Ratings Services.


                    “Specified
Debt” means any Indebtedness for borrowed money of the Borrower or any of
its Subsidiaries incurred or issued in the form of credit facilities, notes,
bonds or similar instruments.


20





                    “Spot
Exchange Rate” means, on any day, with respect to any Qualified Foreign
Currency, the spot rate appearing on the
relevant page of the Reuters screen or any successor to or substitute
for such screen, providing rate quotations comparable to those currently
provided on such page of such screen, as determined by the Administrative Agent
from time to time for purposes of providing quotations of rates at which such
Qualified Foreign Currencies are offered on such day in London at approximately
11:00 A.M. (London time) for delivery two Business Days later. For purposes of
determining the Spot Exchange Rate in connection with a Qualified Foreign
Currency Borrowing, such spot exchange rate shall be determined as of the
Calculation Date for such Borrowing with respect to transactions in the
applicable Qualified Foreign Currency that will settle on the date of such
Borrowing.


                    “Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by the Board or by any other Governmental Authority, domestic or foreign, with
jurisdiction over the Administrative Agent or any Lender (including any branch,
Affiliate or other funding office thereof making or holding a Loan) with
respect to the Adjusted Eurocurrency Rate applicable to any Borrowing, for any
category of liabilities which includes deposits by reference to which the
Adjusted Eurocurrency Rate in respect of such Borrowing is determined. Such
reserve percentages shall include those imposed pursuant to Regulation D
of the Board. Eurocurrency Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change
in any reserve percentage.


                    “Subordinated
Indebtedness” means any Indebtedness that is expressly subordinated in
right of payment to any of the obligations of any Loan Party under any Loan
Document, pursuant to a written agreement.


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


                    “Subsidiary”
means any subsidiary of the Borrower.


                    “Subsidiary
Guarantee” means the Subsidiary Guarantee executed and delivered by the
Subsidiary Guarantors, substantially in the form of Exhibit C.


                    “Subsidiary
Guarantor” means each Subsidiary listed on Schedule 1.1 and each other
Subsidiary that becomes a party to a Subsidiary Guarantee pursuant to Section
5.10.


                    “Swingline
Exposure” means, at any time the sum of (a) the aggregate outstanding
principal amount at such time of all Swingline Loans that are denominated in
Dollars, plus (b) the Dollar Equivalent at such time of the aggregate
outstanding principal amount of Swingline Loans at such time


21






that are denominated in Qualified
Foreign Currencies. The Swingline Exposure of any Revolving Lender at any time
shall mean its Revolving Percentage of the aggregate Swingline Exposure at such
time.


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


                    “Swingline
Loan” means a Loan made pursuant to Section 2.4(a).


                    “Syndication Agents” means the entities listed as such on the cover page
hereto.


                    “TARGET
Settlement Day” means any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer System (or, if such clearing system
ceases to be operative, such other clearing system (if any) determined by the Administrative
Agent to be a suitable replacement) is open for settlement of payment in Euros.


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


                    “Term
Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make a Term Loan hereunder on the Effective Date, expressed as
an amount representing the maximum principal amount of the Term Loan to be made
by such Lender hereunder. The amount of each Lender’s Term Commitment is set
forth on Schedule 2.1. The initial aggregate amount of the Term
Commitments is $1,250,000,000. In addition, the “Term Commitment” of a Lender
means, as the context requires, any commitment of such Lender to make
Incremental Term Loans or Refinancing Term Loans.


                    “Term
Loan” means (a) a Loan made pursuant to clause (a) of Section 2.1, (b) an
Incremental Term Loan or (c) a Refinancing Term Loan.


                    “Term
Loan Lender” means a Lender with a Term Commitment or an outstanding Term
Loan.


                    “Term
Loan Percentage” means, as to any Term Loan Lender at any time, the
percentage which such Lender’s Term Commitment then constitutes of the
aggregate Term Commitments (or, at any time after the Effective Date, the
percentage which the aggregate principal amount of such Lender’s Term Loans
then outstanding constitutes of the aggregate principal amount of the Term
Loans then outstanding).


                    “Total
Revolving Exposure” means, at any time, the sum of the total Revolving
Exposures.


                    “Trademark
Licenses” means all agreements providing for the grant by or to any Person
of any right to use any Trademark.


                    “Trademarks”
means all current and future trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade styles, trade dress,
service marks, logos and other source or business identifiers, and the goodwill
associated therewith or symbolized thereby, and all registrations,
applications, recordings and renewals relating thereto, whether in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political
subdivision thereof, or otherwise.


22





                    “Transactions”
means the execution, delivery and performance by the Borrower of this
Agreement, the borrowing of Loans, the use of the proceeds thereof, the
issuance of Letters of Credit hereunder and the execution, delivery and
performance of the other Loan Documents by each Loan Party party thereto.


                    “Type”,
when used in respect of any Loan or Borrowing, means the rate by reference to
which interest on such Loan or on the Loans comprising such Borrowing is
determined and the currency in which such Loan or the Loans comprising such
Borrowing are denominated. For purposes hereof, “Rate” shall include the
Adjusted Eurocurrency Rate and the Alternate Base Rate, and “currency” shall
include Dollars and any Qualified Foreign Currency.


                    “Undisclosed
Administration” means in relation to a Lender the appointment of an
administrator, provisional liquidator, conservator, receiver, trustee,
custodian or other similar official by a supervisory authority or regulator
under or based on the law in the country where such Lender is subject to home
jurisdiction supervision if applicable law requires that such appointment is
not to be publicly disclosed.


                    “Wholly
Owned Subsidiary” means, as to any Person, any other Person all of the
Capital Stock of which (other than directors’ qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.


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


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


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


                    SECTION
1.3 Terms Generally. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words “include”, “includes” and “including” shall be deemed
to be followed by the phrase “without limitation”. The word “will” shall be
construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement,
instrument, license or other document herein shall be construed as referring to
such agreement, instrument, license 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), (b) any
reference herein to any Person shall be construed to include such Person’s
successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e)
the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights and (f)
where applicable, any amount (including, without limitation, minimum borrowing,
prepayment or repayment amounts) expressed in Dollars shall, when referring to
any currency other than


23





Dollars, be deemed to mean an
amount of such currency having a Dollar equivalent approximately equal to such
amount.


                    SECTION
1.4 Accounting Terms; GAAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided, that all terms of an accounting or financial nature used herein shall
be construed, and all computations of amounts and ratios referred to herein
shall be made (i) without giving effect to any election under Accounting
Standards Codification 825-10-25 (previously referred to as Statement of
Financial Accounting Standards 159) (or any other Accounting Standards
Codification or Financial Accounting Standard having a similar result or
effect) to value any Indebtedness or other liabilities of the Borrower or any
Subsidiary at “fair value”, as defined therein and (ii) without giving effect
to any treatment of Indebtedness in respect of convertible debt instruments
under Accounting Standards Codification 470-20 (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result
or effect) to value any such Indebtedness in a reduced or bifurcated manner as
described therein, and such Indebtedness shall at all times be valued at
the full stated principal amount thereof; and provided, further, that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the operation
of such provision (or if the Administrative Agent notifies the Borrower that
the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.


                    SECTION
1.5 Currency Conversion. (a) If more than one currency or currency unit
are at the same time recognized by the central bank of any country as the
lawful currency of that country, then (i) any reference in the Loan Documents
to, and any obligations arising under the Loan Documents in, the currency of
that country shall be translated into or paid in the currency or currency unit
of that country designated by the Administrative Agent and (ii) any translation
from one currency or currency unit to another shall be at the official rate of
exchange recognized by the central bank for conversion of that currency or
currency unit into the other, rounded up or down by the Administrative Agent as
it deems appropriate.


                    (b)
If a change in any currency of a country occurs, this Agreement shall be
amended (and each party hereto agrees to enter into any supplemental agreement
necessary to effect any such amendment) to the extent that the Administrative
Agent specifies to be necessary to reflect the change in currency and to put
the Lenders in the same position, so far as possible, that they would have been
in if no change in currency had occurred.


ARTICLE II


The Credits


                    SECTION
2.1 Commitments. Subject to the terms and conditions set forth herein,
each relevant Lender severally agrees (a) to make Term Loans in Dollars to the
Borrower on the Effective Date in an aggregate principal amount not exceeding
its Term Commitment and (b) to make Revolving Loans in Dollars or one or more
Qualified Foreign Currencies (as specified in the Borrowing Requests with
respect thereto) to the Borrower from time to time during the Revolving
Availability Period in an aggregate principal amount that will not result in
such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.
Within the foregoing limits and subject to the terms and conditions set


24





forth herein, the Borrower may
borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term
Loans may not be reborrowed.


                    SECTION
2.2 Loans and Borrowings. (a) Each Loan (other than a Swingline Loan)
shall be made as part of a Borrowing consisting of Loans of the same Class and
Type made by the Term Loan Lenders or the relevant Revolving Lenders, as the
case may be, ratably in accordance with their respective Commitments of the
applicable Class. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required.


                    (b)
Subject to Section 2.14, (i) each Revolving Borrowing denominated in
Dollars shall be comprised entirely of ABR Loans or Eurocurrency Loans as the
Borrower may request in accordance herewith, (ii) each Swingline Loan
denominated in Dollars shall be an ABR Loan and (iii) each Qualified Foreign
Currency Borrowing shall be comprised entirely of Eurocurrency Loans. Each
Lender at its option may make any Eurocurrency Loan or Qualified Foreign
Currency Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the Borrower to repay such Loan in accordance with
the terms of this Agreement.


                    (c)
At the commencement of each Interest Period for any Eurocurrency Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $10,000,000 (in the case of Term Eurocurrency
Borrowings) or $3,000,000 (in the case of Revolving Eurocurrency Borrowings).
At the time that each ABR Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$3,000,000; provided that an ABR Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the total Commitments or that is
required to finance the reimbursement of an L/C Disbursement as contemplated by
Section 2.5(e). Each Swingline Loan shall be in an amount that is an integral
multiple of $100,000 and not less than $500,000; provided that the
Borrower may enter into alternative arrangements with the Swingline Lender
acceptable to the Swingline Lender. Borrowings of more than one Type and Class
may be outstanding at the same time; provided that there shall not at
any time be more than a total of eighteen Revolving Eurocurrency Borrowings
outstanding and four Term Eurocurrency Borrowings outstanding.


                    (d)
Notwithstanding any other provision of this Agreement, the Borrower shall not
be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period requested with respect thereto would end after the Maturity
Date.


                    SECTION
2.3 Requests for Borrowings. To request a Revolving Borrowing or Term
Borrowing, the Borrower shall notify the Administrative Agent of such request
by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00
noon, New York City time (or if the request is delivered in London, 11:00
a.m. London time; provided that such request in London must be delivered
by telecopy), three Business Days before the date of the proposed Borrowing or
(b) in the case of an ABR Borrowing, not later than 12:00 noon, New
York City time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing
to finance the reimbursement of an L/C Disbursement as contemplated by
Section 2.5(e) may be given not later than 10:00 a.m., New York City time,
on the date of the proposed Borrowing. Each such telephonic (or telecopy if
delivered in London) Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of
a written Borrowing Request in a form approved by the Administrative Agent and
signed by the Borrower. Each Borrowing Request shall specify the following
information in compliance with Section 2.2:


25









	
  

 	
  

 
	
  

 	
           (i)
 the Borrower requesting such Borrowing (and be signed on behalf of the
 Borrower);

 
	
  

 	
  

 
	
  

 	
           (ii)
 if such Borrowing is to be made on the Effective Date, whether the requested
 Borrowing is to be a Revolving Borrowing or Term Borrowing;

 
	
  

 	
  

 
	
  

 	
           (iii)
 the amount of such Borrowing;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (vii)
 the location and number of the Borrower’s account to which funds are to be
 disbursed, which shall comply with the requirements of Section 2.6; and

 
	
  

 	
  

 
	
  

 	
           (viii)
 the currency of such Borrowing (which shall be Dollars in the case of Term
 Loans and otherwise shall be Dollars or a Qualified Foreign Currency).

 



If no election as to the currency of a Revolving Borrowing is specified in any
such notice, then the requested Borrowing shall be denominated in Dollars. If
no election as to the Type of Borrowing is specified in any such notice, then
the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or
a Eurocurrency Borrowing if denominated in a Qualified Foreign Currency. If no
Interest Period with respect to any Eurocurrency Borrowing is specified in any
such notice, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration. The Administrative Agent shall promptly advise
the applicable Lenders of any notice given pursuant to this Section 2.3 (and
the contents thereof), and of each Lender’s portion of the requested Borrowing.


                    SECTION
2.4 Swingline Loans. (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower
from time to time during the Revolving Availability Period, in Dollars or
Qualified Foreign Currencies, in an aggregate principal amount at any time
outstanding that will not result in (x) the Dollar Equivalent of the aggregate
principal amount of outstanding Swingline Loans (including, in any event, the
Blockage Amount) exceeding $80,000,000 or (y) the Total Revolving Exposure
exceeding the total Revolving Commitments; provided that notwithstanding
the foregoing, (i) after giving effect to any Swingline Loan, the Swingline
Lender’s Swingline Exposure shall not exceed such Lender’s Revolving Commitment
then in effect and (ii) the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Swingline Loans.


                    (b)
To request a Swingline Loan, the Borrower shall notify the Administrative Agent
and the Swingline Lender of such request by telephone (confirmed by telecopy),
not later than 12:00 noon, New York City time or 11:00 a.m. London time, as
applicable, on the day of a proposed Swingline Loan. Each such notice shall be
irrevocable and shall specify the name of the Borrower, the requested date
(which shall be a Business Day) and the amount and currency of the requested
Swingline Loan. Not later than 2:00 p.m., New York City time or 2:00 p.m.,
London time, as applicable, on the borrowing date specified in the Borrowing
Request, the Swingline Lender shall make available to the Administrative


26





Agent an amount in immediately
available funds equal to the amount of the Swingline Loan to be made by the
Swingline Lender. The Administrative Agent shall make the proceeds of such
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Administrative Agent or such other
account as indicated by the Borrower in the Borrowing Request (or, in the case
of a Swingline Loan made to finance the reimbursement of an L/C Disbursement as
provided in Section 2.5(e), by remittance to the Issuing Bank) by
3:00 p.m., New York City time or 3:00 p.m., London time, as applicable, on
the requested date of such Swingline Loan. In lieu of the foregoing, the
Borrower may enter into such alternative arrangements as are acceptable to the
Swingline Lender and the Administrative Agent. Notwithstanding the foregoing,
and subject to the limitations set forth in Section 2.4(a), amounts advanced by
JPMorgan Chase Bank, N.A. to cover overdrafts of the Borrower shall be deemed
to be Swingline Loans. JPMorgan Chase Bank, N.A. agrees to notify the
Administrative Agent of the aggregate outstanding principal amount of Overdraft
Swingline Loans (i) on any Business Day on which the aggregate outstanding
principal amount of Overdraft Swingline Loans exceeds an amount designated from
time to time in writing to the Administrative Agent by the Borrower and
JPMorgan Chase Bank, N.A. (the “Blockage Amount”) and (ii) at any other
time upon request by the Administrative Agent.


                    (c)
The Swingline Lender may by written notice given to the Administrative Agent
not later than 10:00 a.m., New York City time, or 10:00 a.m., London time, as
applicable, on any Business Day require the Revolving Lenders to acquire
participations on such Business Day (or three Business Days after the date of
such notice in the case of Qualified Foreign Currency Borrowings) in all or a
portion of the outstanding Swingline Loans. Such notice shall specify the
aggregate amount of Swingline Loans in which Revolving Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice such
Lender’s Revolving Percentage of the relevant Swingline Loans. In the event
that any such notice is given in respect of any Qualified Foreign Currency
Swingline Loan, payments by the Revolving Lenders will be made in the
corresponding Qualified Foreign Currency. Each Revolving Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, in Dollars or the applicable
Qualified Foreign Currency, for the account of the Swingline Lender, such
Lender’s Revolving Percentage of such Swingline Loan or Loans. Each Revolving
Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this clause is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Revolving Lender shall comply with its obligation
under this clause by wire transfer of immediately available funds, in the same
manner as provided in Section 2.6 with respect to Loans made by such
Lender (and Section 2.6 shall apply, mutatis mutandis, to
the payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Swingline Lender the amounts so received by it from
the Revolving Lenders. The Administrative Agent shall notify the Borrower of
any participations in any Swingline Loan acquired pursuant to this clause, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made their payments pursuant to this clause and to the
Swingline Lender, as their interests may appear. The purchase of participations
in a Swingline Loan pursuant to this clause shall not relieve the Borrower of
any default in the payment thereof.


                    SECTION
2.5 Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters
of Credit for the account of the Borrower


27





or, subject to the Borrower’s
reimbursement obligations pursuant to Section 2.5(e), any of its Subsidiaries,
in a form reasonably acceptable to the Administrative Agent and the applicable
Issuing Bank, at any time and from time to time during the Revolving
Availability Period. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter
of credit application or other agreement submitted by the Borrower to, or
entered into by the Borrower with, the applicable Issuing Bank relating to any
Letter of Credit, the terms and conditions of this Agreement shall control.


                    (b)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.
To request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), the Borrower shall hand deliver
or telecopy (or transmit by electronic communication, if arrangements for doing
so have been approved by the applicable Issuing Bank) to the applicable Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice specifying the name of
the Borrower and requesting the issuance of a Letter of Credit, or identifying
the Letter of Credit to be amended, renewed or extended, and specifying the
date of issuance, amendment, renewal or extension (which shall be a Business
Day), the date on which such Letter of Credit is to expire (which shall comply
with clause (c) of this Section), the amount of such Letter of Credit, the
currency in which such Letter of Credit is to be denominated (which shall be
Dollars or a Qualified Foreign Currency), the name and address of the
beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by the
relevant Issuing Bank, the Borrower also shall submit a letter of credit
application on such Issuing Bank’s standard form in connection with any request
for a Letter of Credit. Following receipt of such notice and prior to the
issuance of the requested Letter of Credit, the Administrative Agent shall
calculate the Dollar Equivalent of such Letter of Credit and shall notify the
Borrower and the applicable Issuing Bank of the amount of the Total Revolving
Exposure after giving effect to (i) the issuance of such Letter of Credit, (ii)
the issuance or expiration of any other Letter of Credit that is to be issued or
will expire prior to the requested date of issuance of such Letter of Credit
and (iii) the borrowing or repayment of any Revolving Loans or Swingline Loans
that (based upon notices delivered to the Administrative Agent by the Borrower)
are to be borrowed or repaid prior to the requested date of issuance of such
Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension
(i) the L/C Exposure shall not exceed $50,000,000 and (ii) the Total
Revolving Exposure shall not exceed the total Revolving Commitments.


                    (c)
Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension); provided
that any Letter of Credit with a one-year tenor may provide for the renewal
thereof for additional one-year periods (which shall in no event extend beyond
the date referred to in clause (ii) below) and (ii) the date that is five
Business Days prior to the Maturity Date.


                    (d)
Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the applicable Issuing Bank or the Lenders, the
applicable Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from such Issuing Bank, a participation in
such Letter of Credit equal to such Lender’s Revolving Percentage of the
aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Revolving Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Bank, such Lender’s Revolving Percentage of each L/C
Disbursement made by such Issuing Bank and not reimbursed by the Borrower on
the date due as provided in clause (e) of this Section, or of any


28





reimbursement payment required to
be refunded to the Borrower for any reason. Each Lender acknowledges and agrees
that its obligation to acquire participations pursuant to this clause in
respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.


                    (e)
Reimbursement. If the applicable Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such L/C Disbursement by paying to the Administrative Agent an amount equal to
such L/C Disbursement not later than 1:00 p.m., New York City time or London
time, as applicable, on the date that such L/C Disbursement is made, if the
Borrower shall have received notice of such L/C Disbursement prior to 10:00
a.m., New York City time or London time, as applicable, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 1:00 p.m., New York City time or London time, as
applicable, on (i) the Business Day that the Borrower receives such notice, if
such notice is received prior to 10:00 a.m., New York City time or London time,
as applicable, on the day of receipt, or (ii) the Business Day immediately
following the day that the Borrower receives such notice, if such notice is not
received prior to such time on the day of receipt; provided that in the
case of Dollar L/C Disbursements, the Borrower may, subject to the conditions
to borrowing set forth herein, request in accordance with Section 2.3 or 2.4
that such payment be financed with an ABR Revolving Borrowing or Swingline Loan
in an equivalent amount and, to the extent so financed, the Borrower’s
obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to
make such payment when due, the Administrative Agent shall notify each
Revolving Lender of the applicable L/C Disbursement, the payment then due from
the Borrower in respect thereof and such Lender’s Revolving Percentage thereof.
Promptly following receipt of such notice, each Revolving Lender shall pay to
the Administrative Agent its Revolving Percentage of the payment then due from
the Borrower, in the same manner as provided in Section 2.6 with respect
to Loans made by such Lender (and Section 2.6 shall apply, mutatis mutandis,
to the payment obligations of the Revolving Lenders), and the Administrative
Agent shall promptly pay to the applicable Issuing Bank the amounts so received
by it from such Lenders. Promptly following receipt by the Administrative Agent
of any payment from the Borrower pursuant to this clause, the Administrative
Agent shall distribute such payment to the applicable Issuing Bank or, to the
extent that Revolving Lenders have made payments pursuant to this clause to
reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as
their interests may appear. Any payment made by a Revolving Lender pursuant to
this clause to reimburse an Issuing Bank for any L/C Disbursement (other than
the funding of Revolving Loans or a Swingline Loan as contemplated above) shall
not constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such L/C Disbursement.


                    (f)
Obligations Absolute. The Borrower’s obligation to reimburse L/C
Disbursements as provided in clause (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower’s obligations
hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank,
nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of
Credit or any


29





payment or failure to make any
payment thereunder (irrespective of any of the circumstances referred to in
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the applicable Issuing
Bank; provided that the foregoing shall not be construed to excuse such
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by such Issuing Bank’s failure to exercise care
when determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on part of an Issuing
Bank, such Issuing Bank shall be deemed to have exercised care in each such
determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, an Issuing Bank may, in its sole discretion, either accept
and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.


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


                    (h)
Interim Interest. If an Issuing Bank shall make any L/C Disbursement,
then, unless the Borrower shall reimburse such L/C Disbursement in full on the
date such L/C Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such L/C Disbursement is
made to but excluding the date that the Borrower reimburses such L/C
Disbursement, (i) if such L/C Disbursement is denominated in Dollars, at the
rate per annum then applicable to ABR Revolving Loans and (ii) if such L/C
Disbursement is denominated in a Qualified Foreign Currency, at the rate per
annum determined by the Administrative Agent to represent its cost of overnight
or short-term funds in the relevant currency (which determination shall be
conclusive absent manifest error) plus the Applicable Rate then applicable to
Revolving Loans which are Eurocurrency Loans; provided that, if the
Borrower fails to reimburse such L/C Disbursement when due pursuant to
clause (e) of this Section, then Section 2.13(d) shall apply. Interest
accrued pursuant to this clause shall be for the account of the applicable
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to clause (e) of this Section to reimburse such
Issuing Bank shall be for the account of such Lender to the extent of such
payment.


                    (i)
Replacement of the Issuing Bank. An Issuing Bank may be replaced at any
time by written agreement among the Borrower, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of such Issuing Bank. At the
time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of such
Issuing Bank under this Agreement with respect to Letters of Credit to be
issued thereafter and (ii) references herein to the term “Issuing Bank” shall be
deemed to refer to such successor or to any previous Issuing Bank, or to such
successor and all previous Issuing Banks, as the context shall


30





require. After the replacement of
an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto
and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior to
such replacement, but shall not be required to issue additional Letters of
Credit.


                    (j)
Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated or the Revolving Commitments have been terminated,
Revolving Lenders with L/C Exposure representing greater than 50% of the total
L/C Exposure) demanding the deposit of cash collateral pursuant to this clause,
the Borrower shall deposit in an account with the Administrative Agent, in the
name of the Administrative Agent and for the benefit of the Revolving Lenders,
an amount in cash equal to 103% of the L/C Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Borrower
described in clause (g) or (h) of Article VII. Each such deposit
shall be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest
earned on the investment of such deposits, which investments shall be made at
the option and sole discretion of the Administrative Agent and at the
Borrower’s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys
in such account shall be applied by the Administrative Agent to reimburse the
applicable Issuing Bank for L/C Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the L/C
Exposure at such time or, if the maturity of the Loans has been accelerated (but
subject to the consent of, as applicable, Revolving Lenders with L/C Exposure
representing greater than 50% of the total L/C Exposure), be applied to satisfy
other obligations of the Borrower under this Agreement. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.


                    (k)
On and as of the Effective Date the Existing Letters of Credit will constitute
Letters of Credit under this Agreement and for the purposes hereof will be
deemed to have been issued hereunder for the account of the Borrower on the
Effective Date for all purposes under this Agreement and the other Loan
Documents.


                    SECTION
2.6 Funding of Borrowings. (a) Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders in federal funds (in the case of any Loan
denominated in Dollars) or such other immediately available funds as may then
be customary for the settlement of international transactions in the relevant
currency not later than 11:00 a.m., New York City time, in the case of fundings
to an account in New York City, or 11:00 a.m., local time, in the case of
fundings to an account in another jurisdiction; provided that Swingline Loans
shall be made as provided in Section 2.4. The Administrative Agent shall
by 1:00 p.m. New York City time, in the case of fundings to an account in New
York City, or 3:00 p.m. local time, in the case of fundings to an account in
another jurisdiction, credit the amounts so received to an account designated
by the Borrower in the applicable Borrowing Request, which account must be in
the name of the Borrower and, as applicable, in London or in the financial
center of the country of the currency of the Loan or, if a Borrowing shall not
occur on such date because any condition precedent herein specified shall not
have been met, return the amounts so received to the respective Lenders;
provided that Revolving Loans made


31





to finance the reimbursement of an
L/C Disbursement as provided in Section 2.5(e) shall be remitted by the
Administrative Agent to the relevant Issuing Bank.


                    (b)
Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with clause (a) of this Section and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount in
the required currency. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then
the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with
interest thereon in such currency, 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 (i) in the case of such Lender, the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent to represent its cost of overnight or short-term funds in
the relevant currency (which determination shall be conclusive absent manifest
error) or (ii) in the case of the Borrower, the interest rate applicable to
such Borrowing. If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan included in such
Borrowing.


                    SECTION
2.7 Interest Elections. (a) Each Revolving Borrowing and Term Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. Thereafter, the Borrower may
elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. Notwithstanding the
foregoing, the Borrower may not (i) elect to convert the currency in which any
Loans are denominated, (ii) elect to convert Qualified Foreign Currency Loans
from Eurocurrency Loans to ABR Loans, (iii) elect an Interest Period for
Eurocurrency Loans that does not comply with Section 2.2(d), (iv) elect to
convert any ABR Loans to Eurocurrency Loans that would result in the number of
Eurocurrency Borrowings exceeding the maximum number of Eurocurrency Borrowings
permitted under Section 2.2(c), (v) elect an Interest Period for Eurocurrency
Loans unless the aggregate outstanding principal amount of Eurocurrency Loans
(including any Eurocurrency Loans made to the Borrower in the same currency on
the date that such Interest Period is to begin) to which such Interest Period
will apply complies with the requirements as to minimum principal amount set
forth in Section 2.2(c), or (vi) elect to convert or continue any Swingline
Borrowings.


                    (b)
To make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone (confirmed by telecopy) by
the time that a Borrowing Request would be required under Section 2.3 if the
Borrower were requesting a Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.


                    (c)
Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.2 and clause (f) of
this Section:


	
  

 	
  

 
	
  

 	
           (i)
 the Borrowing to which such Interest Election Request applies and, if
 different options are being elected with respect to different portions
 thereof, the portions thereof to be

 



32









	
  

 	
  

 
	
  

 	
 allocated to each resulting Borrowing (in which case the
 information to be specified pursuant to clauses (iii) and (iv) below shall be
 specified for each resulting Borrowing);

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



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


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


                    (e)
Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrower, then, so long as an Event of
Default is continuing (i) no Borrowing denominated in Dollars may be made as,
or converted to or continued as, a Eurocurrency Borrowing, (ii) unless repaid,
each outstanding Eurocurrency Borrowing denominated in Dollars shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto and (iii) no Borrowing denominated in a Qualified Foreign Currency
having an Interest Period in excess of one month may be made or continued.


                    (f)
In the event that the Borrower fails to submit an Interest Election Request in
accordance with this Section in respect of an outstanding Eurocurrency
Borrowing, then such Loan shall automatically continue, at the end of the
applicable Interest Period, as a Eurocurrency Loan having an Interest Period of
one month.


                    SECTION
2.8 Termination and Reduction of Commitments. (a) The Term Loan
Commitments shall terminate at 5:00 p.m., New York City time, on the Effective
Date and, unless previously terminated, the Revolving Commitments shall terminate
on the Maturity Date.


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


                    (c)
The Borrower shall notify the Administrative Agent of any election to terminate
or reduce the Revolving Commitments under clause (b) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant
to this Section shall be irrevocable; provided that a notice of termination of
Revolving Commitments delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice


33





may be revoked by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied. Any termination or reduction of the
Revolving Commitments shall be permanent. Each reduction of the Revolving
Commitments shall be applied ratably among the Revolving Lenders in accordance
with their respective Revolving Commitments.


                    SECTION
2.9 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account
of each Revolving Lender the then unpaid principal amount of each Revolving
Loan of such Lender on the Maturity Date, (ii) to the Administrative Agent for
the account of each Term Loan Lender the then unpaid principal amount of each
Term Loan of such Lender as provided in Section 2.10, (iii) in the case of
Dollar denominated Swingline Loans, to the Swingline Lender the then unpaid
principal amount of each such Swingline Loan on the earlier of the Maturity
Date and the first date after such Swingline Loan is made that is the 15th or
last day of a calendar month and is at least two Business Days after such
Swingline Loan is made and (iv) in the case of Qualified Foreign Currency
denominated Swingline Loans, to the relevant Swingline Lender the then unpaid
principal amount of each such Swingline Loan on the earlier of the Maturity
Date and the fifth Business Day after such Swingline Loan is made.
Notwithstanding the foregoing, Overdraft Swingline Loans shall be due and
payable on the next Business Day following the Business Day on which such
Swingline Loans are made, unless their maturity is extended in the sole
discretion of JPMorgan Chase Bank, N.A., but not beyond the Maturity Date.


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


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


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


                    SECTION
2.10 Repayment of Term Loans. (a) The Term Loan of each Term Loan Lender
shall mature in 12 consecutive quarterly installments, each of which shall be
in an amount equal to such Lender’s Term Loan Percentage multiplied by the
amount set forth below opposite such installment:


34









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Installment

 	
  

 	
  

 	
 Principal Amount

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 July 1, 2015

 	
  

 	
 $31,250,000

 	
  

 
	
 October 1, 2015

 	
  

 	
 $31,250,000

 	
  

 
	
 January 1, 2016

 	
  

 	
 $31,250,000

 	
  

 
	
 April 1, 2016

 	
  

 	
 $31,250,000

 	
  

 
	
 July 1, 2016

 	
  

 	
 $62,500,000

 	
  

 
	
 October 1, 2016

 	
  

 	
 $62,500,000

 	
  

 
	
 January 1, 2017

 	
  

 	
 $62,500,000

 	
  

 
	
 April 1, 2017

 	
  

 	
 $62,500,000

 	
  

 
	
 July 1, 2017

 	
  

 	
 $62,500,000

 	
  

 
	
 October 1, 2017

 	
  

 	
 $62,500,000

 	
  

 
	
 January 1, 2018

 	
  

 	
 $62,500,000

 	
  

 
	
 March 31, 2018

 	
  

 	
 $687,500,000

 	
  

 



                    (b)
Each repayment or prepayment of a Term Borrowing shall be applied to the
remaining installments of the Term Loans included in the repaid Borrowing as
determined by the Borrower.


                    SECTION
2.11 Prepayment of Loans. (a) The Borrower shall have the right at any
time and from time to time to prepay any Borrowing in whole or in part, subject
to the requirements of this Section.


                    (b)
If on any Determination Date, the Total Revolving Exposure exceeds 105% of the
Revolving Commitments then in effect, the Borrower shall, without notice or
demand, within three Business Days after such Determination Date, repay such of
the outstanding Revolving Loans in an aggregate principal amount such that,
after giving effect thereto, the Total Revolving Exposure does not exceed the
Revolving Commitments.


                    (c)
Prior to any optional or mandatory prepayment of Borrowings hereunder, the
Borrower shall select the Borrowing or Borrowings to be prepaid and shall
specify such selection in the notice of such prepayment pursuant to
clause (d) of this Section.


                    (d)
The Borrower shall notify the Administrative Agent (and, in the case of
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed
by telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurocurrency Borrowing, not later than 11:00 a.m., New York City time or 11:00
a.m., London time as applicable), three Business Days before the date of
prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than
12:00 noon, New York City time, one Business Day before the date of prepayment
or (iii) in the case of prepayment of a Swingline Loan, not later than
12:00 noon, New York City time or 11:00 a.m. London time, as applicable, on the
date of prepayment. Each such notice shall be irrevocable and shall specify the
repayment date, the principal amount of each Borrowing or portion thereof to be
prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment; provided that, if a notice
of optional prepayment is given in connection with a conditional notice of
termination of the Revolving Commitments as contemplated by Section 2.8,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.8. Promptly following receipt of any
such notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be permitted
in the case of an advance of a Borrowing of the same Type as provided in


35





Section 2.2, except as necessary to
apply fully the required amount of a mandatory prepayment. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the repaid
Borrowing. Each prepayment of Term Loans shall be applied to the installments
thereof in direct order of maturity. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.13 and any compensation
pursuant to Section 2.16, if applicable.


                    SECTION
2.12 Fees. (a) The Borrower agrees to pay to the Administrative Agent
for the account of each Lender (other than Defaulting Lenders) a facility fee,
which shall accrue at the Applicable Rate on the average daily amount of the
Revolving Commitment of such Lender (whether or not utilized) during the period
from and including the Effective Date to but excluding the date on which the
Revolving Commitments terminate. Accrued facility fees shall be payable in
arrears on each Fee Payment Date and on the date on which the Revolving
Commitments terminate, commencing on the first such date to occur after the
date hereof. All facility fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).


                    (b)
The Borrower agrees to pay (i) to the Administrative Agent for the account of
each Revolving Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue at the Applicable Rate then in effect
with respect to Eurocurrency Revolving Loans on the average daily amount of
such Lender’s L/C Exposure (excluding any portion thereof attributable to
unreimbursed L/C Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s
Revolving Commitment terminates and the date on which such Lender ceases to
have any L/C Exposure, and (ii) to the relevant Issuing Bank a fronting fee,
which shall accrue at a rate per annum equal to the Fronting Fee Rate on the
average daily amount of the L/C Exposure (excluding any portion thereof
attributable to unreimbursed L/C Disbursements), during the period from and
including the Effective Date to but excluding the later of the date of
termination of the Revolving Commitments and the date on which there ceases to
be any L/C Exposure, as well as the relevant Issuing Bank’s standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Participation fees and fronting
fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date; provided
that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the relevant Issuing Bank pursuant to this clause shall be payable
within 10 days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).


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


                    (d)
All fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the Administrative Agent (or to the Issuing Bank, in the
case of fees payable to it) for distribution, in the case of facility fees and
participation fees, to the Lenders entitled thereto. Fees paid shall not be
refundable under any circumstances.


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


36





                    (b)
Dollar Borrowings of Swingline Loans shall bear interest at the Alternate Base
Rate plus the Applicable Rate. Qualified Foreign Currency Borrowings of
Swingline Loans shall have an Interest Period of at least one day and not more
than one month and shall bear interest at rate at which each JPMorgan Chase
Bank, N.A. offers to place deposits in the currency of such Swingline Loan for
such Interest Period to first-class banks in the London interbank market at
approximately 11:00 a.m., London time, on the first day of such Interest Period
plus the Applicable Rate for Eurocurrency Revolving Loans. In the case of an
Overdraft Swingline Loan, the interest rate shall be quoted by the Swingline
Lender to the Borrower.


                    (c)
The Loans comprising each Eurocurrency Borrowing shall bear interest at a rate
per annum equal to in the case of a Eurocurrency Revolving Loan or Term Loan,
the Adjusted Eurocurrency Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.


                    (d)
Notwithstanding the foregoing, (i) if all or a portion of the principal amount
of any Loan or Reimbursement Obligation shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), all outstanding Loans and
Reimbursement Obligations (whether or not overdue) shall bear interest at a
rate per annum which is equal to the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this Section 2.13 or 2.5(h) as
the case may be, in each case plus 2%, and (ii) if all or a portion of
any interest payable on any Loan or Reimbursement Obligation or any facility
fee or other amount payable hereunder shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), such overdue amount shall
bear interest at a rate per annum equal to the rate applicable to ABR Loans plus
2% or, in the case of amounts denominated in a Qualified Foreign Currency at
the rate per annum determined by the Administrative Agent to represent its cost
of overnight or short-term funds in the relevant currency (which determination
shall be conclusive absent manifest error) plus the Applicable Rate then
in effect with respect to Eurocurrency Loans plus 2%, in each case, with
respect to clauses (i) and (ii) above, from the date of such non-payment until
such amount is paid in full (as well after as before judgment).


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


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


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


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


37





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


                    (c)
the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that deposits in the principal amounts of the Loans
comprising such Borrowing and in the currency in which such Loans are to be
denominated are not generally available in the relevant market,


then the Administrative Agent shall
give notice thereof to the Borrower and the Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, any request by the Borrower for a Eurocurrency Borrowing of
the affected Type or in the affected currency, or a conversion to or
continuation of a Eurocurrency Borrowing of the affected Type or in the
affected currency, pursuant to Section 2.3 or 2.7, shall be deemed rescinded; provided
that if the circumstances giving rise to such notice affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted.


                    SECTION
2.15 Increased Costs. (a) If any Change in Law (other than changes in
the rate of net income, franchise or similar taxes) shall:


	
  

 	
  

 
	
  

 	
           (i)
 subject any Credit Party to any Taxes (other than (A) Indemnified Taxes imposed on or with respect to any
 payment made by or on account of any obligation of any Loan Party under any
 Loan Document and (B) Other Connection Taxes on gross or net income, profits
 or revenue (including value-added or similar Taxes)) on its loans, loan
 principal, letters of credit, commitments, or other obligations, or its
 deposits, reserves, other liabilities or capital attributable thereto;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iii)
 impose on any Lender or Issuing Bank or the London interbank market any other
 condition, cost or expense affecting this Agreement or Eurocurrency 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 or such other Credit
Party of making, continuing, converting or maintaining any Eurocurrency Loan
(or in the case of (i), any Loan) (or of maintaining its obligation to make any
such Loan) or to increase the cost to such Lender or the Issuing Bank of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any
sum received or receivable by such Lender or Issuing Bank hereunder (whether of
principal, interest or otherwise), then each relevant Borrower will pay to such
Lender or Issuing Bank or such other Credit Party, as the case may be, such
additional amount or amounts as will compensate such Lender or Issuing Bank or
such other Credit Party, as the case may be, for such additional costs incurred
or reduction suffered.


                    (b)
If any Lender or Issuing Bank determines that any Change in Law regarding
capital or liquidity requirements has or would have the effect of reducing the
rate of return on such Lender’s or Issuing Bank’s capital or on the capital of
such Lender’s or Issuing Bank’s holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit


38





held by, such Lender, or the
Letters of Credit issued by such Issuing Bank, to a level below that which such
Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could
have achieved but for such Change in Law (taking into consideration such
Lender’s or Issuing Bank’s policies and the policies of such Lender’s or
Issuing Bank’s holding company with respect to capital adequacy and liquidity),
then from time to time the Borrower will pay to such Lender or Issuing Bank, as
the case may be, such additional amount or amounts as will compensate such
Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for
any such reduction suffered.


                    (c)
A certificate of a Lender or Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or Issuing Bank or its holding company, as
the case may be, as specified in clause (a) or (b) of this Section and the
basis of the calculation thereof shall be delivered to the Borrower, and such
Lender’s or Issuing Bank’s calculation of such amount or amounts shall be
conclusive absent manifest error. The Borrower shall pay such Lender or Issuing
Bank, as the case may be, the amount shown as due on any such certificate
within 15 days after receipt thereof.


                    (d)
Failure or delay on part of any Lender or Issuing Bank to demand compensation pursuant
to this Section shall not constitute a waiver of such Lender’s or Issuing
Bank’s right to demand such compensation; provided that the Borrower
shall not be required to compensate a Lender or Issuing Bank pursuant to this
Section for any increased costs or reductions incurred more than 180 days prior
to the date that such Lender or Issuing Bank, 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 Issuing Bank’s intention to claim compensation
therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect
thereof.


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


                    SECTION
2.17 Taxes


                    (a)
Any and all payments by or on account of any obligation of a Loan Party
hereunder or under any other Loan Document shall be made free and clear of and
without deduction for any


39





Indemnified Taxes or Other Taxes; provided
that, if any Withholding Agent determines that it is so required to deduct any
Indemnified Taxes or 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 Issuing Bank (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Withholding Agent shall make such
deductions and (iii) such Withholding Agent shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.


                    (b)
In addition, the Loan Parties shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.


                    (c)
(i) the Loan Parties shall indemnify the Administrative Agent, each Lender and
each Issuing Bank, within 15 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes actually paid by the
Administrative Agent, such Lender or Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of any Loan
Party hereunder or under any other Loan Document (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) 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 Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or Issuing
Bank, shall be conclusive absent manifest error.


	
  

 	
  

 
	
  

 	
           (ii)
 Each Lender shall severally indemnify the Administrative Agent for any Taxes
 (but, in the case of any Indemnified Taxes, only to the extent that any Loan
 Party has not already indemnified the Administrative Agent for such Indemnified
 Taxes and without limiting the obligation of the Loan Parties to do so)
 attributable to such Lender that are paid or payable by the Administrative
 Agent in connection with any Loan Document and any reasonable expenses
 arising therefrom or with respect thereto, whether or not such Taxes were
 correctly or legally imposed or asserted by the relevant Governmental
 Authority. The indemnity under this Section 2.17(c)(ii) shall be paid within
 10 days after the Administrative Agent delivers to the applicable Lender a
 certificate stating the amount of Taxes so paid or payable by the
 Administrative Agent. Such certificate shall be conclusive of the amount so
 paid or payable absent manifest error.

 



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


                    (e)
Status of Lenders. (i) Any Lender that is entitled to an exemption from, or
reduction of any applicable withholding Tax with respect to any payments under
any Loan Document shall deliver to the Borrower and the Administrative Agent,
at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested
by the Borrower or the Administrative Agent as will permit such payments to be
made without, or at a reduced rate of, withholding. In addition, any Lender, if
requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by 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 any withholding (including
backup withholding) or information reporting requirements. Notwithstanding
anything to the contrary in the


40





preceding two sentences, the
completion, execution and submission of such documentation (other than such
documentation set forth in Sections 2.17(e)(ii)(A) through (E) and Section
2.17(e)(iii) below) shall not be required if in the Lender’s judgment such
completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense (or, in the case of a Change in Law, any incremental
material unreimbursed cost or expense) or would materially prejudice the legal
or commercial position of such Lender. Upon the reasonable request of the
Borrower or the Administrative Agent, any Lender shall update any form or
certification previously delivered pursuant to this Section 2.17(e). If any
form or certification previously delivered pursuant to this Section expires or
becomes obsolete or inaccurate in any respect with respect to a Lender, such
Lender shall promptly (and in any event within 10 days after such expiration,
obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in
writing of such expiration, obsolescence or inaccuracy and update the form or
certification if it is legally eligible to do so.


	
  

 	
  

 
	
  

 	
           (ii)
 Without limiting the generality of the foregoing, if the Borrower is a United
 States person as defined in Section 7701(a)(30) of the Code (a “U.S.
 Person”), any Lender with respect to the Borrower shall, if it is legally
 eligible to do so, deliver to the Borrower and the Administrative Agent (in
 such number of copies reasonably requested by the Borrower and the
 Administrative Agent) on or prior to the date on which such Lender becomes a
 party hereto, duly completed and executed copies of whichever of the
 following is applicable:

 
	
  

 	
  

 
	
  

 	
           (A)
 in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that
 such Lender is exempt from U.S. Federal backup withholding tax;

 
	
  

 	
  

 
	
  

 	
           (B)
 in the case of a Foreign Lender claiming the benefits of an income tax treaty
 to which the United States is a party (1) with respect to payments of
 interest under this Agreement, IRS Form W-8BEN establishing an exemption
 from, or reduction of, U.S. Federal withholding Tax pursuant to the
 “interest” article of such tax treaty and (2) with respect to any other
 applicable payments under this Agreement, IRS Form W-8BEN establishing an
 exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
 “business profits” or “other income” article of such tax treaty;

 
	
  

 	
  

 
	
  

 	
           (C)
 in the case of a Foreign Lender for whom payments under this Agreement
 constitute income that is effectively connected with such Lender’s conduct of
 a trade or business in the United States, IRS Form W-8ECI;

 
	
  

 	
  

 
	
  

 	
           (D)
 in the case of a Foreign Lender claiming the benefits of the exemption for
 portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN
 and (2) a certificate substantially in the form of Exhibit E (a “U.S. Tax
 Certificate”) to the effect that such 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, (c) a
 “controlled foreign corporation” described in Section 881(c)(3)(C) of the
 Code or (d) conducting a trade or business in the United States with which
 the relevant interest payments are effectively connected;

 
	
  

 	
  

 
	
  

 	
           (E)
 in the case of a Foreign Lender that is not the
 beneficial owner of payments made under this Agreement (including a
 partnership or a Lender that
 sells participations pursuant to Section 9.5(c)(i)) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms
 prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (e)(ii)
 that would be required of each such beneficial owner or partner of such
 partnership if such beneficial owner or partner were a Lender; provided,
 however, that if the Lender is a partnership and one or more of its partners

 


41









	
  

 	
  

 
	
  

 	
 are claiming the exemption for portfolio
 interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax
 Certificate on behalf of such partners; or

 
	
  

 	
  

 
	
  

 	
           (F)
 any other form prescribed by law as a basis for claiming exemption from, or a
 reduction of, U.S. Federal withholding Tax together with such supplementary
 documentation necessary to enable the Borrower or the Administrative Agent to
 determine the amount of Tax (if any) required by law to be withheld.

 
	
  

 	
  

 
	
  

 	
           (iii)
 If a payment made to a Lender under any Loan Document would be subject to
 U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to
 comply with the applicable reporting requirements of FATCA (including those
 contained in Section 1471(b) or 1472(b) of the Code, as applicable), such
 Lender shall deliver to the Withholding Agent, at the time or times
 prescribed by law and at such time or times reasonably requested by the
 Withholding Agent, such documentation prescribed by applicable law (including
 as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
 documentation reasonably requested by the Withholding Agent as may be
 necessary for the Withholding Agent to comply with its obligations under
 FATCA, to determine that such Lender has or has not complied with such
 Lender’s obligations under FATCA or to determine the amount to deduct and
 withhold from such payment. Solely for purposes of this Section 2.17(e)(iii),
 “FATCA” shall include any amendments made to FATCA after the date of this
 Agreement.

 



                    (f)
If a Lender or Issuing Bank determines in its sole discretion exercised in good
faith, that it has received a refund in respect of any Indemnified Taxes or
Other Taxes as to which it has been indemnified by the Borrower pursuant to
this Section, or with respect to which the Borrower has paid additional amounts
pursuant to this Section, it shall promptly notify the Borrower of such refund
and shall within 30 days from the date of receipt of such refund pay over the
amount of such refund (including any interest paid or credited by the relevant
Governmental Authority with respect to such refund) to the Borrower (but only
to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Indemnified Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of such
Lender or Issuing Bank and without interest; provided, however,
that the Borrower, upon the request of such Lender or Issuing Bank, agrees to
repay the amount paid over to the Borrower (plus penalties, interest or other
charges due to the appropriate authorities in connection therewith) to such
Lender or Issuing Bank in the event such Lender or Issuing Bank, as the case
may be, is required to repay such refund to such relevant authority. This
Section 2.17(f) shall not be construed to require any Lender or Issuing Bank to
make available its Tax returns (or any other information relating to its Taxes
which it deems confidential) to the Borrower or any other Person.


                    (g)
For purposes of this Section 2.17, the term “applicable law” includes FATCA.


                    SECTION
2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a)
The Borrower shall make each payment required to be made by it hereunder or
under any other Loan Document (whether of fees or reimbursement of L/C
Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) prior to 1:00 p.m., local time, at place of payment, on the date
when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to such account of the Administrative Agent as the Administrative
Agent shall specify by notice to the Borrower and, unless and until otherwise
specified, all such payments shall be made to the Administrative Agent at its
Administrative Office, except that payments pursuant to Sections 2.15, 2.16,
2.17, 9.4 and 9.5 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. Except as otherwise specified in this Agreement, each


42





such payment (other than principal
of and interest on Qualified Foreign Currency Loans and L/C Disbursements
denominated in a Qualified Foreign Currency, which shall be made in the applicable
Qualified Foreign Currency) shall be made in Dollars. The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any
payment under any Loan Document shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business
Day, and, in the case of any payment accruing interest, interest thereon shall
be payable for the period of such extension.


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


                    (c)
If any Lender shall, pursuant to a court order or by exercising any right of
set-off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Revolving Loans, Term Loans or
participations in L/C Disbursements or Swingline Loans resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its
Revolving Loans, Term Loans, participations in L/C Disbursements and Swingline
Loans and accrued interest thereon than the proportion received by any other
Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Revolving Loans, Term Loans,
participations in L/C Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans, Term Loans,
participations in L/C Disbursements and Swingline Loans; provided that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest, unless the Lender from which such payment is recovered is
required to pay interest thereon, in which case each Lender returning funds to
such Lender shall pay its pro rata share of such interest, and (ii) the
provisions of this clause shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in L/C Disbursements to any Assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
clause 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 set-off 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.


                    (d)
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 any Issuing Bank 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 Issuing Bank, 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 relevant Issuing Bank, as
the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment


43





to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.


                    (e)
If any Lender shall fail to make any payment required to be made by it pursuant
to Section 2.4(c), 2.5(d) or (e), 2.6(a), 2.18(d) or 9.4(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully paid.


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


                    (b)
If any Lender requests compensation under Section 2.15, 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 2.17, or if
any Lender becomes a Defaulting Lender, 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 Section 9.5 or pursuant to other
procedure approved by the Borrower and the Administrative Agent, which may
include deemed assignment), all its interests, rights and obligations under
this Agreement to an Assignee that shall assume such obligations (which
Assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld and (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in L/C Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the Assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other
amounts). A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.


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


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


                    (b)
the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall
not be included in determining whether the Required Lenders have taken or may
take any action hereunder (including any consent to any amendment, waiver or
other modification pursuant to Section 9.2); provided, that this clause (b)
shall not apply to the vote of a Defaulting Lender in the case of an amendment,
waiver or other modification requiring the consent of such Lender or each
Lender affected thereby;


44






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


	
  

 	
  

 
	
  

 	
           (i)
 (i) all or any part of the Swingline Exposure and L/C Exposure of such
 Defaulting Lender shall be reallocated among the non-Defaulting Lenders in
 accordance with their respective Revolving Percentages but only to the extent
 the sum of each non-Defaulting Lender’s Revolving Exposure plus such Defaulting
 Lender’s Swingline Exposure and L/C Exposure does not exceed such
 non-Defaulting Lender’s Revolving Commitment;

 
	
  

 	
  

 
	
  

 	
           (ii)
 if the reallocation described in clause (i) above cannot, or can only
 partially, be effected, the Borrower shall within one Business Day following
 notice by the Administrative Agent (x) first, prepay such Swingline Exposure
 and (y) second, cash collateralize for the benefit of the Issuing Lender only
 the Borrower’s obligations corresponding to such Defaulting Lender’s L/C
 Exposure (after giving effect to any partial reallocation pursuant to clause
 (i) above) in accordance with the procedures set forth in Section 2.5(j) for
 so long as such L/C Exposure is outstanding;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



                    (b)
so long as such Lender is a Defaulting Lender, the Swingline Lender shall not
be required to fund any Swingline Loan and the Issuing Lender shall not be
required to issue, amend or increase any Letter of Credit, unless it is
satisfied that the related exposure and the Defaulting Lender’s then
outstanding L/C Exposure will be 100% covered by the Revolving Commitments of
the non-Defaulting Lenders and/or cash collateral will be provided by the
Borrower in accordance with Section 2.20(c), and participating interests in any
newly made Swingline Loan or any newly issued or increased Letter of Credit
shall be allocated among non-Defaulting Lenders in a manner consistent with
Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).


                    If
(i) a Bankruptcy Event with respect to a Lender Parent of any Lender shall
occur following the date hereof and for so long as such event shall continue or
(ii) the Swingline Lender or the Issuing Lender has a good faith belief that
any Lender has defaulted in fulfilling its obligations under one or more other
agreements in which such Lender commits to extend credit, the Swingline Lender
shall not be required to fund any Swingline Loan and the Issuing Lender shall
not be required to issue, amend or increase any Letter of Credit, unless the
Swingline Lender or the Issuing Lender, as the case may be, shall have entered
into arrangements with the Borrower or such Lender, satisfactory to the
Swingline Lender or the Issuing Lender, as the case may be, to defease any risk
to it in respect of such Lender hereunder.


45





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


                    SECTION
2.21 Incremental Loans. At any time or from time to time after the
Effective Date (on one or more occasions), by notice to the Administrative
Agent (whereupon the Administrative Agent shall promptly deliver a copy to each
of the Lenders), without having to seek consent from the Lenders, the Borrower
may request (a) one or more additional tranches of term loans or additional
Term Loans under an existing tranche (the “Incremental Term Loans”) and
(b) one or more increases in the amount of the Revolving Commitments (each such
increase, a “Revolving Commitment Increase” and, together with any
Incremental Term Loans, referred to herein as a “Credit Increase”) in an
aggregate principal amount not to exceed $750,000,000; provided that
both at the time of any such request and upon the effectiveness of any
Incremental Amendment referred to below, no Default or Event of Default shall
exist and at the time that any such Incremental Term Loan is made (and
immediately after giving effect thereto) no Default or Event of Default shall
exist. The Incremental Term Loans (A) shall rank pari passu in
right of payment and of security with the other Loans, (B) shall not mature or
have any installments prior to the Maturity Date, (C) will accrue interest at
rates determined by the Borrower and the lenders providing such Incremental
Term Loans, which rates may be higher or lower than the rates applicable to the
Term Loans, and (D) except with respect to clauses (B) and (C) above, shall be
subject to terms and conditions substantially the same as the Term Loans. Each
notice from the Borrower pursuant to this Section shall set forth the requested
amount and proposed terms of the relevant Credit Increases and demonstrate
compliance with the conditions set forth in the proviso to the first sentence
of this Section. Incremental Term Loans may be made, and Revolving Commitment
Increases may be provided, by any existing Lender or by any other bank or other
financial institution (any such other bank or other financial institution being
called an “Additional Lender”); provided that the Administrative
Agent shall have consented (such consent not to be unreasonably withheld or
delayed) to such Lenders or Additional Lenders making such Incremental Term
Loans or providing such Revolving Commitment Increases, if such consent would
be required under Section 9.5 for an assignment of Term Loans or Revolving
Commitments, as applicable, to such Lender or Additional Lender. Commitments in
respect of Credit Increases shall become Commitments (or in the case of a
Revolving Commitment Increase to be provided by an existing Revolving Lender,
an increase in such Lender’s applicable Revolving Commitment) under this
Agreement pursuant to an amendment (an “Incremental Amendment”) to this
Agreement and, as appropriate, the other Loan Documents, executed by the
Borrower, each Lender agreeing to provide such Commitment, if any, each
Additional Lender, if any, and the Administrative Agent. An Incremental
Amendment may, without the consent of any other Lenders, effect such amendments
to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent and the
Borrower, to effect the provisions and intent of this Section and the
application of the proceeds thereof. No Lender shall be obligated to provide
any Credit Increases, unless it so agrees. Upon each increase in the Revolving
Commitments pursuant to this Section, the participations held by the Revolving
Lenders in Letters of Credit or L/C Commitment immediately prior to such
increase will be reallocated so as to be held by the Revolving Lenders ratably
in accordance with their respective Revolving Percentages after giving effect
to such Revolving Commitment Increase. If, on the date of a Revolving
Commitment Increase, there are any Revolving Loans outstanding under the
Revolving Commitments being increased, the Borrower shall prepay such Revolving
Loans in accordance with this Agreement on the date of effectiveness of such
Revolving Commitment Increase (but the Borrower may finance such prepayment
with a concurrent borrowing of Revolving Loans from the Revolving Lenders after
giving effect to such Revolving Commitment Increase). The Borrower may use


46





the proceeds of each Credit
Increase for any purpose not prohibited by this Agreement unless otherwise
agreed in connection with such Credit Increase.


                    SECTION
2.22 Refinancing Term Loans. At any time or from time to time after the
Effective Date (on one or more occasions), with the consent of the
Administrative Agent (which consent shall not be unreasonably withheld or
delayed), the Borrower may request one or more additional tranches of term loans
(the “Refinancing Term Loans”) be made available under this Agreement to
refinance, in whole or in part, outstanding Term Loans; provided that
both at the time of any such request and upon the effectiveness of any
Refinancing Amendment referred to below, no Default or Event of Default shall
exist and at the time that any such Refinancing Term Loan is made (and
immediately after giving effect thereto) no Default or Event of Default shall
exist. The Refinancing Term Loans (A) shall rank pari passu in
right of payment and of security with the other Loans, (B) shall not mature or
have any installments prior to the Maturity Date unless all Term Loans are
being refinanced by such Refinancing Term Loans, (C) will accrue interest at
rates determined by the Borrower and the lenders providing such Refinancing
Term Loans, which rates may be higher or lower than the rates applicable to the
Term Loans and shall be subject to fees payable to the lenders providing such
Refinancing Term Loans and an arrangement fee to the Administrative Agent (or
its designee), all as agreed in connection with the funding of such Refinancing
Term Loans, (D) if Revolving Commitments are outstanding at the time such
Refinancing Term Loans are made, then such Refinancing Term Loans shall not mature
prior to the Maturity Date nor have a percentage of the initial principal
amount thereof amortize in any quarter that is greater than the percentage
amortization made in such quarter on the Term Loans being refinanced, (E) shall
not have a principal amount in excess of the principal amount of the Term Loans
being refinanced plus unpaid and accrued interest thereon and for fees and
expenses relating thereto and (F) except with respect to clauses (B), (C) and
(D) above, shall be subject to terms and conditions substantially the same as
the Term Loans. Each notice from the Borrower pursuant to this Section shall
set forth the requested amount and proposed terms of the relevant Refinancing
Term Loans and demonstrate compliance with the conditions set forth in the
proviso to the first sentence of this Section. Refinancing Term Loans may be
made by any existing Lender or by any Additional Lender; provided that
the Administrative Agent shall have consented (such consent not to be
unreasonably withheld or delayed) to such Lender’s or Additional Lender’s
making such Refinancing Term Loans, if such consent would be required under
Section 9.5 for an assignment of Term Loans to such Lender or Additional
Lender. Commitments in respect of Refinancing Term Loans shall become
Commitments under this Agreement pursuant to an amendment (a “Refinancing
Amendment”) to this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrower, each Lender agreeing to provide such
Commitment, if any, each Additional Lender, if any, and the Administrative
Agent. A Refinancing Amendment may, without the consent of any other Lenders,
effect such amendments to this Agreement and the other Loan Documents as may be
necessary or appropriate, in the reasonable opinion of the Administrative Agent
and the Borrower, to effect the provisions and intent of this Section and the
application of the proceeds thereof. No Lender shall be obligated to provide
any Refinancing Term Loans, unless it so agrees. The Borrower shall apply the proceeds
of Refinancing Term Loans to the repayment or prepayment of the Term Loans on
the date of the incurrence of such Refinancing Term Loans in accordance with
Section 2.11. This Section 2.22 shall supersede any provisions in Section 2.18
or Section 9.2 to the contrary.


ARTICLE III


Representations and Warranties


                    The
Borrower represents and warrants to the Lenders that:


                    SECTION
3.1 Organization; Powers. Each Loan Party is duly organized, validly
existing and, where applicable, in good standing under the laws of the
jurisdiction of its organization, has


47






all requisite power and authority
to carry on its business as now conducted and, except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in
good standing in, every jurisdiction where such qualification is required.


                    SECTION
3.2 Authorization; Enforceability. The Transactions to be entered into
by each Loan Party are within such Loan Party’s corporate powers and have been
duly authorized by all necessary corporate and, if required, stockholder
action. This Agreement has been duly executed and delivered by the Borrower and
constitutes, and each other Loan Document to which any Loan Party is to be a
party, when executed and delivered by such Loan Party, will constitute, a
legal, valid and binding obligation of the Borrower or such Loan Party (as the
case may be), enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


                    SECTION
3.3 Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or
made and are in full force and effect, (b) will not violate the charter,
by-laws or other organizational documents of the Borrower or any of its
Subsidiaries, (c) will not violate any applicable law or regulation or any
order of any Governmental Authority, except, in each case, to the extent such
breach, conflict or contravention would not reasonably be expected to result in
a Material Adverse Effect, (d) will not violate or result in a default under
any material indenture, agreement or other instrument binding upon the Borrower
or any of its Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by the Borrower or any of its Subsidiaries, and
(e) will not result in the creation or imposition of any Lien on any asset of
the Borrower or any of its Subsidiaries.


                    SECTION
3.4 Financial Condition; No Material Adverse Effect. (a) The Borrower
has heretofore furnished to the Lenders its consolidated balance sheet and
statements of income, stockholders equity and cash flows (i) as of and for the
fiscal year ended June 30, 2012, audited and reported on by Deloitte &
Touche, independent public accountants and (ii) as of and for the second fiscal
quarter of the fiscal year ending June 30, 2013, certified by a Financial
Officer. Such financial statements present fairly, in all material respects,
the financial position and results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as of such dates and for such periods in accordance
with GAAP, subject to year-end audit adjustments and the absence of footnotes
in the case of quarterly financial statements.


                    (b)
Except as disclosed in the financial statements referred to above or the notes
thereto or in the Information Memorandum and except for the Disclosed Matters,
after giving effect to the Transactions, none of the Borrower or its
Subsidiaries has, as of the Effective Date, any unusual material contingent
liabilities or unrealized losses.


                    (c)
Since June 30, 2012, there has been no development or event which has had or
could reasonably be expected to have a Material Adverse Effect.


                    SECTION
3.5 Properties. (a) Each of the Borrower and its Subsidiaries has good
title to, or valid leasehold interests in, all its real and personal Property,
except as could not reasonably be expected to have a Material Adverse Effect.


                    (b)
Each of the Borrower and its Subsidiaries owns, or is licensed to use, all
Intellectual Property material to its business, and the use thereof by the
Borrower and its Subsidiaries


48





does not infringe upon the rights
of any other Person, except for such failure to own or be licensed to use or
for any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.


                    SECTION
3.6 Litigation and Environmental Matters. (a) There are no actions,
suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of the Borrower, threatened against or
affecting the Borrower or any of its Subsidiaries (i) which could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect (other than the Disclosed Matters) or (ii) that involve any of the
Loan Documents or the Transactions.


                    (b)
Except for the Disclosed Matters and except with respect to any other matters
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, neither the Borrower nor any of its
Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.


                    SECTION
3.7 Compliance with Laws and Agreements. Each of the Borrower and its
Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its Property and all indentures,
agreements and other instruments binding upon it or its Property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.


                    SECTION
3.8 Investment Company Status. Neither
the Borrower nor any other Loan Party is required to be registered as an
“investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940. No Loan Party is
subject to regulation under any Requirement of Law (other than Regulation X of
the Board) which limits its ability to incur any
Indebtedness under this Agreement or the other Loan Documents.


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


                    SECTION
3.10 ERISA. Except as could not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has
occurred or is reasonably expected to occur; and (ii) all amounts required by
applicable law with respect to, or by the terms of, any retiree welfare benefit
arrangement maintained by the Borrower or any Subsidiary or to which the
Borrower or any ERISA Affiliate has an obligation to contribute have been
accrued in accordance with Statement of Financial Accounting Standards Board
(FASB) Accounting Standard Codification No. 965 (Health and Welfare Benefit
Plans). The present value of all accumulated benefit obligations under each
Plan (based on the assumptions used for purposes FASB Accounting Standards
Codification No. 715 or No. 960 (Compensation-Retirement Benefits)) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $5,000,000 the fair market value of the assets of such
Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Accounting
Standards Codification No. 715 or No. 960 (Compensation-Retirement Benefits))
did not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $5,000,000 the fair market value of the assets of
all such


49





underfunded Plans. Neither the
Borrower nor any Subsidiary is an entity deemed to hold “plan assets” within
the meaning of 29 C.F.R. §2510.3-101 of any employee benefit plan (as defined
in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan
(within the meaning of Section 4975 of the Code.


                    SECTION
3.11 Disclosure. Neither the Information Memorandum nor any of the other
reports, financial statements, certificates or other information furnished by
or on behalf of any Loan Party to the Administrative Agent or any Lender in
connection with this Agreement or any other Loan Document or delivered
hereunder or thereunder when delivered (or, in the case of the Information
Memorandum, as of the Effective Date ),
when taken as a whole, contained any material misstatement of fact or
omitted to state any material fact necessary to make the statements therein,
taken as a whole, in the light of the circumstances under which they were made,
not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be by the Borrower reasonable at
the time such projections were prepared.


                    SECTION
3.12 Subsidiaries. Schedule 3.12 sets forth as of the Effective
Date the name of each Material Subsidiary and any other Subsidiaries at least
90% of the Capital Stock of which is directly or indirectly owned by the
Borrower.


                    SECTION
3.13 Solvency. Immediately after the consummation of the Transactions to
occur on the Effective Date and immediately following the making of each Loan
made on the Effective Date and after giving effect to the application of the
proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at
a fair valuation, will exceed its debts and liabilities, subordinated,
contingent or otherwise; (b) present fair saleable value of the Property of
each Loan Party will be greater than the amount that will be required to pay
the probable liability of its debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute
and matured; (c) each Loan Party will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (d) each Loan Party will not have unreasonably small
capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted following the
Effective Date.


                    SECTION
3.14 Senior Indebtedness. The obligations of the Borrower under the Loan
Documents constitute “Senior Indebtedness” under and as defined in the documents
evidencing the Subordinated Indebtedness or Affiliate Subordinated
Indebtedness.


                    SECTION
3.15 Use of Proceeds; Margin Regulations; OFAC. (a) The proceeds of the Term Loans (other than Incremental Term Loans) will
be used to refinance Indebtedness under the Existing Credit Agreement and for other general corporate
purposes of the Borrower and its Subsidiaries. The
proceeds of any Incremental Term Loans will be used for general corporate
purposes of the Borrower and its Subsidiaries. The proceeds of any Refinancing
Term Loans will be used to refinance Term Loans outstanding at the time of the
incurrence of such Refinancing Term Loans. The proceeds of the Revolving Loans will be
used to provide working capital for the Borrower and its Subsidiaries and for other general corporate purposes
of the Borrower and its Subsidiaries. The Letters of Credit issued hereunder
will be used to support
payment obligations of the
Borrower and its Subsidiaries.


                    (b)
Neither the Borrower nor any of its Subsidiaries is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying “margin stock” (as defined in Regulation U of
the Board). No part of the proceeds of any Loan will be used directly or
indirectly for any purpose which entails a violation of, or which is
inconsistent with, Regulation U or X of the Board.


 50






                    (c)
Neither the Borrower nor any Subsidiary is (i) a Person whose name appears on
the list of Specially Designated Nationals and Blocked Persons published by the
Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”)
(an “OFAC Listed Person”) or (ii) a department, agency or
instrumentality of, or is otherwise controlled by or acting on behalf of, or
engages in any dealings or transactions with, directly or indirectly, (x) any
OFAC Listed Person or (y) the government of a country subject to U.S. economic
sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and
North Korea (each OFAC Listed Person and each other entity described in clause
(ii), a “Prohibited Person”). No part of the proceeds of any Loans
constitutes or will constitute funds obtained on behalf of any Prohibited
Person or will otherwise be used or made available, directly or indirectly, in
connection with any investment in, or any transactions or dealings with, any
Prohibited Person where such investments, transactions or dealings could
reasonably be expected to cause the making, holding or receipt of any payment
or exercise of any rights in respect of any Loans by any Lender to be in
violation of any OFAC administered sanctions program applicable to such Lender,
or for the purpose of financing the activities of, transactions with or acquiring
an interest in any OFAC Listed Person, except to the extent licensed or
otherwise approved by OFAC.


ARTICLE IV


Conditions


                    SECTION
4.1 Effective Date. The obligations of the Lenders to make Loans and of
any Issuing Bank to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.2):


                    (a)
Credit Agreement; Subsidiary Guarantee. The Administrative Agent (or its
counsel) shall have received from each party hereto or thereto either
(i) a counterpart of this Agreement and the Subsidiary Guarantee signed on
behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include email or telecopy transmission of a
signed signature page of this Agreement or the Subsidiary Guarantee, as the
case may be) that such party has signed a counterpart of this Agreement or the
Subsidiary Guarantee, as the case may be.


                    (b)
Existing Credit Agreement; Certain Liens. The commitments for extensions
of credit under the Existing Credit Agreement and related documentation, and
all Liens created in connection therewith, shall have been terminated, and all
amounts then owing thereunder shall have been paid in full.


                    (c)
Legal Opinions. The Administrative Agent shall have received a favorable written legal
opinion (addressed to the
Administrative Agent and the Lenders and dated the Effective Date) of each of
(i) Jules P. Kaufman, Esq., Senior Vice
President, General Counsel and Secretary of the Borrower, substantially in the
form of Exhibit B-1 and (ii) Gibson, Dunn & Crutcher LLP, special counsel
for the Borrower, substantially in the form of Exhibit B-2. Each Loan Party
hereby requests such counsel to deliver such legal opinions.


                    (d)
Other Documents. The Administrative Agent shall have received such
documents and certificates as the Administrative Agent may reasonably request
relating to the organization, existence and good standing of each Loan Party,
the authorization of the Transactions and any other legal matters relating to
the Loan Parties, the Loan Documents or the Transactions, all in form and
substance satisfactory to the Administrative Agent.


51





                    (e)
No Default; Representations. The Administrative Agent shall have
received a certificate, dated the Effective Date and signed by a President, a
Vice President or a Financial Officer of the Borrower, confirming compliance
with the conditions set forth in clauses (a) and (b) of Section 4.2.


                    (f)
Fees. The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced at least one Business Day prior to the Effective Date,
reimbursement or payment of all reasonable out-of-pocket expenses required to
be reimbursed or paid by any Loan Party hereunder or under any other Loan
Document.


                    (g)
Financials Statement; Projections. The Lenders shall have received (i)
audited consolidated balance sheet and statements of income, stockholders
equity and cash flows of the Borrower as of and for the fiscal year ended June
30, 2012, (ii) unaudited interim consolidated financial statements of the
Borrower for each fiscal quarter ended after the date of the latest applicable
financial statements delivered pursuant to clause (i) of this paragraph as to
which such financial statements are available and (iii) satisfactory (A) annual
projections for the fiscal year ending June 30, 2013, (B) annual projections
for the fiscal year ending June 30, 2014, (C) annual projections for the fiscal
year ending June 30, 2015 and (D) annual projections for the fiscal year ending
June 30, 2016.


The Administrative Agent shall
notify the Borrower and the Lenders of the Effective Date, and such notice
shall be conclusive and binding. On the Effective Date, the commitments under
the Existing Credit Agreement shall terminate, without further action by any
party thereto. The Lenders which are parties to the Existing Credit Agreement,
comprising the “Required Lenders” as defined therein, hereby waive any
requirement of notice of termination pursuant to the Existing Credit Agreement
and of prepayment of loans to the extent necessary to give effect to the
immediately preceding sentence and Section 4.1(b); provided that, in the case
of prepayment of any Eurocurrency Borrowing (as defined therein), the
Administrative Agent (as defined therein) must receive at least one Business
Day advance notice of any such prepayment.


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


                    (a)
The representations and warranties of each Loan Party set forth in the Loan
Documents shall be true and correct in all material respects (other than
representations and warranties qualified by “materiality or “Material Adverse
Effect”, which shall be true and correct in all respects) on and as of the date
of such Borrowing or the date of issuance, amendment, renewal or extension of
such Letter of Credit, as applicable.


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


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


52






ARTICLE V


Affirmative Covenants


                    Until
the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full and all Letters of Credit shall have expired or terminated and all L/C
Disbursements shall have been reimbursed, the Borrower covenants and agrees
with the Lenders that the Borrower shall and shall cause each of its
Subsidiaries to: 


                    SECTION
5.1 Financial Statements and Other Information. Furnish or cause to be
furnished to the Administrative Agent for distribution to each Lender: 


                    (a)
within 100 days (or, after an IPO has been consummated, 90 days) after the end
of each fiscal year of the Borrower, its audited consolidated balance sheet and
related statements of operations, stockholders’ equity and cash flows as of the
end of and for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, all audited and reported on by Deloitte
& Touche or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and
without any qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of the
Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied; provided, that after an IPO has been
consummated, Annual Reports on Form 10-K filed with or furnished to the SEC by
the Borrower shall constitute delivery to the Administrative Agent under this
reporting requirement to the extent such Annual Reports include the information
specified herein; 


                    (b)
within 60 days (or, after an IPO has been consummated, 45 days) after the end
of each fiscal quarter of each fiscal year of the Borrower, its consolidated
balance sheet and related statements of operations and cash flows as of the end
of such fiscal quarter and for the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the
corresponding period or periods of the previous fiscal year, all certified by
one of its Financial Officers as presenting fairly in all material respects the
financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes; provided, that after an IPO has been consummated,
Quarterly Reports on Form 10-Q filed with or furnished to the SEC by the
Borrower shall constitute delivery to the Administrative Agent under this reporting
requirement to the extent such quarterly reports include the information
specified herein; 


                    (c)
within 60 days after the end of each fiscal quarter of the Borrower (or 100
days, in the case of the fourth fiscal quarter of each fiscal year), in each
case only prior to an IPO, a narrative discussion and analysis of the financial
condition and results of operations of the Borrower and its Subsidiaries for
such fiscal quarter and for the period from the beginning of the then current fiscal
year to the end of such fiscal quarter, as compared to the comparable periods
of the previous year; 


                    (d)
concurrently with any delivery of financial statements under clause (a) or (b)
above, a certificate of a Financial Officer (i) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (ii)
setting forth reasonably detailed calculations demonstrating compliance with
Section 6.1 and (iii) stating whether any change in GAAP or in the application
thereof has occurred since the date of the audited financial statements
referred to in Section 3.4 or the most recent report delivered pursuant to this
paragraph, as the case may be, and, if any such change has occurred, specifying
the effect of such change on the financial statements accompanying such
certificate; 


53






                    (e)
within 30 days after any delivery of financial statements under clause (a)
above, a certificate of the accounting firm that reported on such financial
statements stating whether they obtained knowledge during the course of their
examination of such financial statements of any Event of Default under Section
6.1 (which certificate may be limited to the extent required by accounting
rules or guidelines); provided, however, that such certificate need not be
provided if it is the general practice and policy of such accounting firm not
to provide or issue such certificates; 


                    (f)
at any time prior to an IPO, if reasonably requested by the Administrative
Agent, not later than 90 days after the commencement of each fiscal year of the
Borrower, a detailed consolidated budget for such fiscal year (including a projected
consolidated balance sheet and related statements of projected operations and
cash flow as of the end of and for such fiscal year) and, promptly when
available, any significant revisions of such budget; 


                    (g)
promptly following receipt thereof, copies of any documents described in (i)
Sections 101(f) or 101(j) of ERISA that the Borrower, any Subsidiary or any
ERISA Affiliate may request with respect to any a Plan and/or (ii) Section
101(f), 101(k), or 101(l) or ERISA request with respect to any Multiemployer
Plan; provided, that if the Borrower, any Subsidiary or any ERISA Affiliate
has not requested such documents or notices from the administrator or sponsor
of the applicable Multiemployer Plan, then, upon reasonable request of the
Administrative Agent, the Borrower, each Subsidiary and each ERISA Affiliate
shall promptly make a request for such documents or notices from such
administrator or sponsor and/or the Borrower shall provide copies of such
documents and notices to the Administrative Agent promptly after receipt
thereof; and 


                    
(h) promptly following any request therefor, such other information regarding
the operations, business affairs and financial condition of the Borrower or any
Subsidiary, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request. 


                    SECTION
5.2 Notices of Material Events. Furnish to the Administrative Agent for
distribution to each Lender prompt written notice of the following: 


                    (a)
the occurrence of any Default within 5 Business Days after a Responsible
Officer of the Borrower becoming aware of the existence of such Default; 


                    (b)
the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any
of its Subsidiaries or any Affiliate thereof that, could reasonably be expected
to result in a Material Adverse Effect; and 


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


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


                    SECTION
5.3 Existence; Conduct of Business. (a) Continue to engage in business
of the same fields of enterprise as it is presently engaged or fields of
enterprise reasonably related or incidental thereto or not inconsistent
therewith and (b) preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business
except where the failure to do so would not reasonably be expected to result in
a Material Adverse Effect; provided that the foregoing shall not prohibit any
merger, consolidation, liquidation or dissolution expressly permitted under
Section 6.4. 


54





                    SECTION
5.4 Payment of Obligations. Pay its Indebtedness and other obligations,
including Tax liabilities, before the same shall become delinquent or in
default, except where (a) (i) the validity or amount thereof is being contested
in good faith by appropriate proceedings and (ii) the Borrower or such
Subsidiary, as the case may be, has set aside on its books adequate reserves
with respect thereto in accordance with GAAP or (b) the failure to make payment
could not reasonably be expected to result in a Material Adverse Effect. 


                    SECTION
5.5 Maintenance of Properties; Insurance. Keep and maintain all Property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted (it being understood that the foregoing shall
not prohibit any Disposition permitted by Section 6.5), and maintain, with
financially sound and reputable insurance companies, insurance in such amounts
and against such risks as are customarily maintained by companies engaged in
the same or similar businesses operating in the same or similar locations. 


                    SECTION
5.6 Books and Records; Inspection and Audit Rights. Keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities and permit
any representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and (with the opportunity of a representative
of the Borrower to be present) independent accountants, all at such reasonable
times and intervals as reasonably requested. 


                    SECTION
5.7 Compliance with Laws and Agreements. Comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
Property and all indentures, agreements and other instruments binding upon it
or its Property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. 


                    SECTION
5.8 Intellectual Property. In each case, except where the failure to do
so could not reasonably be expected to result in a Material Adverse Effect: 


                    (a)
(i) continue to use each Trademark on each and every trademark class of goods
applicable to its current line as reflected in its current advertising,
promotions and communications with third parties in order to maintain such Trademark
in full force free from any claim of abandonment for non-use, (ii) use
commercially reasonable efforts to maintain as in the past the quality of
products and services offered under all Trademarks and (iii) use commercially
reasonable efforts to employ each Trademark with all appropriate notices and
legends; 


                    (b)
not (and not permit any licensee or sublicensee thereof to) do any act, or omit
to do any act, whereby (i) any Intellectual Property may become abandoned,
invalidated, dedicated, cancelled or otherwise fall into the public domain;
(ii) any Patent License, Copyright License or Trademark License may become
subject to termination or cancellation by the other party to such license;
(iii) the validity or value of any Patent, Copyright or Trademark that is
subject to a Patent License, Copyright License or Trademark License will be
jeopardized or impaired; 


                    (c)
take all reasonable and necessary steps, including, without limitation, in any
proceeding before the United States Patent and Trademark Office, the United
States Copyright Office, or any similar office or agency in any other country
or any political subdivision thereof, to maintain and pursue each application
(and to obtain the relevant registration) for and to maintain each registration
of the Intellectual Property, including, without limitation, filing of
applications for renewal, affidavits of use and affidavits of incontestability;
and 


55






                    (d)
in the event that any third party causes the Infringement of any Intellectual
Property of the Borrower and its Subsidiaries, (i) take such actions (or cause
such Subsidiary to take such action) as the Borrower shall reasonably deem
appropriate under the circumstances to protect such Intellectual Property and
(ii) if such Intellectual Property is of material economic value, promptly
notify the Administrative Agent and the Lenders after it learns thereof and sue
for Infringement, seek injunctive relief where appropriate, and recover any and
all damages for such Infringement. 


                    SECTION
5.9 Environmental Laws. (a) Comply with all applicable Environmental
Laws, and obtain, maintain and comply with any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws, except where failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect. 


                    (b)
Conduct and complete all investigations, studies, sampling and testing and all
remedial, removal and other actions required under Environmental Laws and
promptly comply with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. 


                    SECTION
5.10 Future Guarantors (a) Cause each new Domestic Subsidiary (other
than Immaterial Subsidiaries) to become a party to the Subsidiary Guarantee
within 30 days of the creation or acquisition thereof and, if requested by the
Administrative Agent, furnish a legal opinion of outside counsel with respect
thereto comparable to the legal opinions previously delivered in respect of the
Subsidiary Guarantee. 


                    (b)
In addition, the Borrower shall have the option to cause any of its other
Domestic Subsidiaries to become a Subsidiary Guarantor and, if requested by the
Administrative Agent, shall furnish a legal opinion of outside counsel with
respect thereto comparable to the legal opinions previously delivered in
respect of the Subsidiary Guarantee. 


ARTICLE VI


Negative Covenants


                    Until
the Commitments have expired or terminated and the principal of and interest on
each Loan and all fees payable hereunder have been paid in full and all Letters
of Credit have expired or terminated and all L/C Disbursements shall have been
reimbursed, the Borrower covenants and agrees with the Lenders that the
Borrower shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly: 


                    SECTION
6.1 Financial Condition Covenants. (a) Consolidated Leverage Ratio. As
of the last date of each fiscal quarter, permit the Consolidated Leverage Ratio
as at the last day of any period of four consecutive fiscal quarters of the
Borrower ending on such date to exceed the Maximum Leverage Ratio.  


                    (b)
Consolidated Interest Coverage Ratio. As of the last date of each fiscal
quarter, permit the Consolidated Interest Coverage Ratio for any period of four
consecutive fiscal quarters of the Borrower ending on such date to be less than
3.0 to 1.0. 


                    SECTION
6.2 Priority Debt. Permit the aggregate outstanding principal amount of
Priority Debt to exceed 10% of the consolidated assets of the Borrower and its
Subsidiaries (determined as of the last day of the most recently ended fiscal
quarter of the Borrower). 


56





                    SECTION
6.3 Liens. Create, incur, assume or permit to exist any Lien on any
Property now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except: 


                    (a)
Permitted Encumbrances; 


                    (b)
any Lien on any Property of the Borrower or any Subsidiary existing on the
Effective Date and securing Indebtedness and other obligations in an aggregate
principal amount not exceeding $30,000,000; provided that (i) such Lien shall
not apply to any other Property of the Borrower or any Subsidiary and (ii) such
Lien shall secure only those obligations which it secures on the date hereof
and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof; 


                    (c)
any Lien existing on any Property prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any Property of any Person that
becomes a Subsidiary after the Effective Date prior to the time such Person
becomes a Subsidiary; provided that (i) such Lien is not created in
contemplation or in connection with such acquisition or such Person becoming a
Subsidiary, (ii) such Lien shall not apply to any other Property of the
Borrower or any Subsidiary, (iii) such Lien shall secure only those obligations
which it secures on the date of such acquisition or the date such Person
becomes a Subsidiary, as the case may be, and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof and (iv) the aggregate amount of obligations so secured shall not
exceed $50,000,000 at any one time outstanding;  


                    (d)
Liens on fixed or capital assets acquired, constructed or improved by the
Borrower or any Subsidiary (including in respect of Capital Lease Obligations);
provided that (i) the aggregate principal amount of the Indebtedness or other
obligations secured by such Liens does not exceed $100,000,000, (ii) such
security interests and the Indebtedness secured thereby are incurred prior to or
within 180 days after such acquisition or the completion of such construction
or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of
the cost of acquiring, constructing or improving such fixed or capital assets
and (iv) such security interests shall not apply to any other Property of the
Borrower or any Subsidiary;  


                    (e)
Liens on cash deposits (i) to the extent required in connection with the
operation of a Pooling System or (ii) to the extent securing loans (in an
amount equal to the amount of such cash deposits) made by financial
institutions in China or Brazil to Subsidiaries in those jurisdictions; 


                    (f)
any Lien that arises or may be deemed to arise from any Permitted Receivables
Facility or from other sales of receivables pursuant to factoring permitted
pursuant to Section 6.5(f); 


                    (g)
[RESERVED]; 


                    (h)
Liens on cash collateral required to be provided by the Borrower pursuant to
Section 2.20; 


                    (i)
Liens in respect of the Borrower’s obligations under Section 4062(e) of ERISA
as a result of the cessation of operations at the Borrower’s manufacturing
facility in Rocky Point, North Carolina in an amount not to exceed $15,000,000;



                    (j)
Liens not permitted by the foregoing clauses securing Priority Debt permitted
by Section 6.2; provided that no Lien securing Specified Debt (excluding Liens
on assets of Foreign Subsidiaries securing Specified Debt of Foreign
Subsidiaries) may be granted pursuant to this clause (j) 


57





unless the
obligations of the Loan Parties under the Loan Documents shall be concurrently
secured equally and ratably with such Specified Debt pursuant to documentation
in form and substance reasonably satisfactory to the Required Lenders; and 


                    (k)
Liens not permitted by the foregoing clauses securing Priority Debt permitted
by Section 6.2 in an aggregate amount not to exceed $50,000,000 at any time;
provided that, after giving effect to the granting of any such Liens, the
aggregate value of assets encumbered by all Liens incurred pursuant to this
clause (k) shall not exceed 10% of the consolidated assets of the Borrower and
its Domestic Subsidiaries (determined as of the last day of the most recently
ended fiscal quarter of the Borrower).  


                    SECTION
6.4 Fundamental Changes. (a) Merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing
(i) any Subsidiary or Acquired Person may merge into the Borrower or any
Subsidiary Guarantor in a transaction in which the Borrower or such Subsidiary
Guarantor, as the case may be, is the surviving entity, (ii) any Subsidiary
(other than a Subsidiary Guarantor) or Acquired Person may merge into any
Subsidiary that is not a Loan Party in a transaction in which the surviving
entity is a Subsidiary, (iii) any Subsidiary (other than a Subsidiary
Guarantor, unless prior to, or substantially concurrently with, such
transaction such Subsidiary Guarantor has transferred substantially all of its
assets to the Borrower or another Subsidiary Guarantor) may liquidate or
dissolve if the Borrower determines in good faith such liquidation or
dissolution is in the best interests of the Borrower and its Subsidiaries, and
is not materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a Wholly Owned Subsidiary immediately prior to
such merger shall not be permitted unless also permitted by Section 6.5, and
(iv) any Subsidiary may merge into or consolidate with any Person in a
transaction permitted by Section 6.5(g). As used in this paragraph (a),
“Acquired Person” refers to any Person acquired in an acquisition transaction. 


                    (b)
Engage to any material extent in any business other than businesses of the type
conducted by the Borrower and its Subsidiaries on the Effective Date and
businesses reasonably related thereto. 


                    SECTION
6.5 Asset Sales. Dispose of any asset, including any Capital Stock, nor
permit any of its Subsidiaries to issue any additional shares of its Capital
Stock or other ownership interest in such Subsidiary, except: 


                    (a)
sales of inventory, used or surplus equipment and Permitted Investments in the
ordinary course of business; 


                    (b)
(i) any transfers of assets (x) from any Foreign Subsidiary to the Borrower,
any Material Domestic Subsidiary or any Foreign Subsidiary, (y) from any
Domestic Subsidiary to the Borrower or any Material Domestic Subsidiary or (ii)
from the Borrower to any Material Domestic Subsidiary; provided that nothing in
this clause (ii) shall permit the transfer of assets from a Subsidiary
Guarantor to a non-Subsidiary Guarantor (other than a non-Subsidiary Guarantor
that becomes a Subsidiary Guarantor upon receipt of any such assets); 


                    (c)
any transfers of assets by the Borrower or any Subsidiary to any other
Subsidiary not permitted by the preceding clause (b), provided that the
aggregate fair value of assets so transferred pursuant to this clause (c) shall
not exceed $35,000,000 in any fiscal year or shall be pursuant to a tax
restructuring that, as determined in good faith by the Borrower, will result in
improvements to the Borrower’s consolidated financial condition; 


58





                    (d)
sales, transfers and dispositions expressly permitted under Section 6.4(a)(i),
(ii) or (iii) or Section 6.6(a); 


                    (e)
issuances of Capital Stock or other ownership interests by a Subsidiary to the
Borrower or any Wholly-Owned Subsidiary; 


                    (f)
sales of receivables pursuant to any Permitted Receivables Facility and sales
of receivables by any Swiss, French, Dutch, United Kingdom, Spanish, German or
Italian Subsidiary pursuant to factoring arrangements entered into in the
ordinary course of business consistent with past practices; and 


                    (g)
Dispositions of assets in any fiscal year in an aggregate amount not to exceed
20% of the consolidated assets of the Borrower and its Subsidiaries as of the
beginning of such fiscal year; 


provided that all sales, transfers, leases and
other dispositions, other than (i) pursuant to Section 6.5(a), (b) or (c) or
(ii) Restricted Payments made pursuant to Section 6.6(a), permitted hereby
shall be made for fair value. 


                    SECTION
6.6 Restricted Payments; Certain Payments of Subordinated Indebtedness.
(a) Declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, except (i) the Borrower may declare and pay dividends with
respect to its Capital Stock payable solely in additional shares of its common
stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to
their Capital Stock, (iii) so long as no Default or Event of Default shall have
occurred and be continuing, the Borrower may purchase the Borrower’s common
stock or common stock options from, and declare dividends in respect of
unvested Capital Stock and pay such declared dividends upon vesting of such
Capital Stock in each case held by, present or former officers, directors or
employees of the Borrower or any Subsidiary in accordance with compensation
plans, (iv) any Subsidiary may redeem its own Capital Stock so long as all
payments in respect thereof are made to its parent company, which shall be
either the Borrower or a Wholly Owned Subsidiary of the Borrower, (v) so long
as no Default or Event of Default shall have occurred and be continuing
(including after giving pro forma effect thereto), the Borrower may declare and
make Restricted Payments, provided, that the aggregate amount expended pursuant
to this clause (v) after the Effective Date does not exceed the sum of (x)
$50,000,000, (y) 50% of cumulative Consolidated Net Income since July 1, 2009
(which shall not be less than $0) and (z) the aggregate Net Proceeds received
by the Borrower after June 16, 2010 from the issuance of its Capital Stock,
(vi) so long as no Default or Event of Default shall have occurred and be
continuing (including after giving pro forma effect thereto), the Borrower may
declare and make additional Restricted Payments, provided, that the aggregate
amount expended pursuant to this clause (vi) in any fiscal year of the Borrower
shall not exceed $70,000,000 (or its equivalent in another currency), it being
agreed that the Borrower shall be permitted to carry forward unused amounts to
subsequent fiscal years (beginning with unused amounts in the fiscal year
ending June 30, 2013), and (vii) the Borrower may pay any dividend within 90
days after the date of declaration thereof, if the Borrower would have been
permitted to make such payment under another clause of this Section 6.6 on the
date of such declaration. 


                    (b)
Make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other Property) of or in respect
of principal of or interest on, or any payment or other distribution (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 Subordinated Indebtedness, except, unless
prohibited by the subordination terms thereof, (i) payment of regularly
scheduled interest payments as and when due in respect of such Subordinated
Indebtedness or Affiliate Subordinated Indebtedness, (ii) except in the case of
Affiliate 


59





Subordinated
Indebtedness, payment of regularly scheduled principal payments as and when
due, (iii) principal prepayments in respect of (x) such Subordinated
Indebtedness funded with other Subordinated Indebtedness of the Borrower or (y)
such Affiliate Subordinated Indebtedness funded with other Affiliate
Subordinated Indebtedness of the Borrower or, in each case, the Net Proceeds of
any offering of Capital Stock of the Borrower, provided that, such prepayments
may be made with the Net Proceeds of other Subordinated Indebtedness or other
Affiliate Subordinated Indebtedness, as applicable, only if, after giving
effect to the incurrence of such Subordinated Indebtedness or Affiliate
Subordinated Indebtedness, no Default or Event of Default shall exist
(including, on a pro forma basis (determined as if such Subordinated
Indebtedness or Affiliate Subordinated Indebtedness had been incurred on the
first day of the relevant period of four consecutive fiscal quarters)) and (iv)
so long as no Default or Event of Default shall have occurred and be
continuing, the Borrower may repay Subordinated Indebtedness or Affiliate
Subordinated Indebtedness, so long as at the time of such payment, after giving
pro forma effect thereto, the Consolidated Leverage Ratio is less than 2.0 to
1.0.  


                    SECTION
6.7 Limitations on Modifications of Subordinated Indebtedness. Amend,
modify, waive or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of any Subordinated
Indebtedness or Affiliate Subordinated Indebtedness unless, after giving effect
thereto, such Indebtedness shall continue to qualify as “Subordinated
Indebtedness” or “Affiliate Subordinated Indebtedness”, as the case may be. 


                    SECTION
6.8 Transactions with Affiliates. Sell, lease or otherwise transfer any
Property to, or purchase, lease or otherwise acquire any Property from, or
otherwise engage in any other transactions with, any of its Affiliates, except
(a) transactions that are at prices and on terms and conditions not less
favorable to the Borrower or such Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties, (b) transactions between or
among the Borrower and Subsidiaries of the Borrower not involving any other
Affiliate, and (c) any Restricted Payment expressly permitted by Section 6.6. 


                    SECTION
6.9 Restrictive Agreements. Directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrower or any Domestic
Subsidiary to create, incur or permit to exist a first priority Lien upon any
of its Property securing the obligations of the Borrower hereunder or, in the
case of Domestic Subsidiaries, Guarantees thereof (collectively,
“Obligations”), or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its Capital Stock or to make or
repay loans or advances to the Borrower or any Subsidiary or to Guarantee
Indebtedness of the Borrower or any Subsidiary or to transfer assets to the
Borrower or any Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by (A) law or (B) any Loan Document, (ii)
the foregoing shall not apply to restrictions and conditions contained in any
agreement by which the Borrower or any Subsidiary is bound as a result of the
consummation of an acquisition, so long as such agreement was in effect at the
time of such acquisition and was not created in contemplation of or in
connection with such acquisition and such restrictions and conditions only
apply to the Person or assets so acquired (but shall apply to any amendment or
modification expanding the scope of any such restriction or condition described
in this clause (ii)), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the Property
securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to
customary provisions in leases or licenses restricting the assignment thereof,
(vi) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to Indebtedness if such restrictions or
conditions (x) permit Liens on any and all assets of the Borrower and its Domestic
Subsidiaries to 


60






secure the Obligations at least on a pari passu basis with such Indebtedness (including
pursuant to a customary “equal and ratable” clause), and (y) are otherwise
customary for similar debt issuances (as certified, in the case of this clause
(y), by a Financial Officer pursuant to a certificate reasonably acceptable to
the Administrative Agent, which certificate, upon acceptance by the
Administrative Agent, shall be conclusive as to compliance with this clause (y)
and (vii) clause (b) of the foregoing shall not apply to restrictions or
conditions imposed by any instrument or agreement relating to Indebtedness if
such restrictions or conditions (x) either (i) are not materially more
restrictive in the aggregate than the restrictions contained in the Loan
Documents or (ii) the Borrower’s Board of Directors determines in good faith
that such restrictions or conditions could not reasonably be expected to have a
material adverse effect on the Borrower and/or the Subsidiary Guarantors’ ability
to pay the Obligations when due, and (y) are otherwise customary for similar
debt issuances (as certified, in the case of this clause (y), by a Financial
Officer pursuant to a certificate reasonably acceptable to the Administrative
Agent, which certificate, upon acceptance by the Administrative Agent, shall be
conclusive as to compliance with this clause (y)). 


ARTICLE VII


Events of Default


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


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


                    (b)
the Borrower shall fail to pay, in the applicable currency, any interest on any
Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement or any other Loan Document,
when and as the same shall become due and payable, and such failure shall
continue unremedied for a period of three Business Days (which grace period,
except in the case of interest and fees, shall not commence until notice is
given to the Borrower by the Administrative Agent or any affected Lender); 


                    (c)
any representation or warranty made or deemed made by or on behalf of the
Borrower or any Subsidiary in or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with any Loan Document or any amendment or modification thereof or
waiver thereunder, shall prove to have been incorrect in any material respect
(other than representations and warranties qualified by “materiality or
“Material Adverse Effect”, which shall be true and correct in all respects)
when made or deemed made; 


                    (d)
the Borrower shall fail to observe or perform any covenant, condition or
agreement contained in Section 3.15, 5.2(a), 5.3 (with respect to the existence
of the Borrower), 5.10 or in Article VI; provided, that a failure to observe or
perform any covenant, condition or agreement contained in Section 5.10 shall
constitute an Event of Default under this Agreement five Business Days after
such failure has occurred; 


                    (e)
any Loan Party shall fail to observe or perform any covenant, condition or
agreement contained in any Loan Document (other than those specified in clause
(a), (b), or (d) of this Article), and such failure shall continue unremedied
for a period of 30 days after notice thereof from the Administrative Agent or
the Required Lenders through the Administrative Agent to the Borrower; 


61






                    (f)
the Borrower or any of its Subsidiaries shall (i) default in making any payment
of any principal of any Indebtedness (including, without limitation, any
Guarantee of Indebtedness, but excluding the Loans) on the scheduled or
original due date with respect thereto; or (ii) default in making any payment
of any interest on any such Indebtedness beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created; or (iii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other event
shall occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or beneficiary of such
Indebtedness at such time (or a trustee or agent on behalf of such holder or
beneficiary) to cause, with the giving of notice if required, such Indebtedness
to become due prior to its stated maturity or (in the case of any such
Indebtedness constituting a Guarantee) to become payable (other than as a
result of any sale or other disposition of any property or assets under the
terms of such Indebtedness); provided, that a default, event or condition
described in clause (i), (ii) or (iii) of this clause (f) shall not at any time
constitute an Event of Default under this Agreement unless, at such time, one
or more defaults, events or conditions of the type described in clauses (i),
(ii) and (iii) of this clause (f) shall have occurred and be continuing with
respect to Indebtedness the outstanding principal amount of which exceeds in
the aggregate $75,000,000; provided further, that this clause (f) shall not
apply if such default is remedied or waived by the holders of such Indebtedness
prior to the termination of Commitments or acceleration of Loans pursuant to
this Article VII;  


                    (g)
an involuntary proceeding shall be commenced or an involuntary petition shall
be filed seeking (i) liquidation, administration, reorganization or other
relief in respect of the Borrower or any Subsidiary (other than any Immaterial
Subsidiary) or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect or (ii) the appointment of a receiver,
administrative receiver, administrator, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Subsidiary (other than
any Immaterial Subsidiary) or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for 60 days
or an order or decree approving or ordering any of the foregoing shall be
entered; 


                    (h)
the Borrower or any Subsidiary (other than any Immaterial Subsidiary) shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
administration, reorganization or other relief under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (g) of this
Article, (iii) apply for or consent to the appointment of a receiver,
administrative receiver, administrator, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Subsidiary (other than
any Immaterial Subsidiary) or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed against it in
any such proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any action for the purpose of effecting any of the foregoing; 


                    (i)
the Borrower or any Subsidiary (other than any Immaterial Subsidiary) shall
become (or shall be deemed for the purposes of any Requirement of Law to be)
unable, admit in writing its inability or fail generally to pay its debts as
they become due; 


                    (j)
one or more judgments for the payment of money in an aggregate amount in excess
of $75,000,000 shall be rendered against the Borrower, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of 60
consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Borrower or any Subsidiary to enforce any such judgment; 


62





                    (k)
an ERISA Event shall have occurred that when taken together with all other
ERISA Events that have occurred, could reasonably be expected to result in a
Material Adverse Effect; 


                    (l)
the subordination provisions of any Subordinated Indebtedness or Affiliate
Subordinated Indebtedness or guarantees thereof shall cease to be, or shall be
asserted by any holder thereof not to be, in full force and effect in
accordance with the terms thereof at any time when any Subordinated
Indebtedness or Affiliate Subordinated Indebtedness or guarantees thereof is
outstanding; or 


                    (m)
a Change in Control shall occur; 


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


ARTICLE VIII


The Administrative Agent


                    Each
of the Lenders and each Issuing Bank hereby irrevocably appoints the
Administrative Agent as its agent 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 of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto. 


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


                    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.2), and (c) except
as expressly set forth in the Loan Documents, the Administrative Agent shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or 


63





obtained by
the bank serving as Administrative Agent or any of its Affiliates in any
capacity. The Administrative Agent shall not be liable for any action taken or
not taken by it with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.2) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall not be deemed
not to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent. 


                    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by
it to be made by proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be
counsel for the 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. 


                    The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of preceding clauses
shall apply to any such sub-agent and to the Related Parties of each
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. 


                    The
Administrative Agent may resign at any time by notifying the Lenders, each
Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders
shall have the right, with the consent of the Borrower (which consent shall not
be unreasonably withheld), to appoint a successor; provided that no such
consent of the Borrower shall be required if an Event of Default under clause
(a), (b), (g) or (h) of Article VII has occurred and is continuing. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 10 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent’s
resignation shall nevertheless thereupon become effective and the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Bank,
appoint a successor Administrative Agent which shall be a bank with an office
in New York, New York, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by 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 Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.4 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent. 


64





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


                    None
of the Syndication Agents or the Joint Lead Arrangers shall have any duties or
responsibilities under any Loan Document in their respective capacities as
such. 


                    Neither
the Administrative Agent, the Syndication Agents, the Joint Lead Arrangers nor
any Lender has any advisory or fiduciary relationship with or duty to the
Borrower arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Administrative Agent and
the Lenders, on one hand, and the Borrower, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor. 


ARTICLE IX


Miscellaneous


                    SECTION
9.1 Notices. Except in the case of notices and other communications
expressly permitted to be given by telephone, 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 telecopy, as follows: 


                    (a) if to the Borrower, to Coty Inc., 2 Park
Avenue, New York, NY 10016, Attention of Jules Kaufman, General Counsel
(Telecopy No. 212-479-4328); 


                    (b)
if to the Administrative Agent, as applicable, to J.P. Morgan Europe Limited,
25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Attention of the
Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360), or to
JPMorgan Chase Bank, N.A., 500 Stanton Christiana Rd, 3/Ops2 Newark, DE 19713,
Attention of Tiffany C. Taylor (Telecopy No. 302-634-3301), in each case with a
copy to JPMorgan Chase Bank, N.A., 383 Madison Ave., 24th Fl., New
York, NY 10179, Attention of Tony Young (Telecopy No. 212-270-6637); and 


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


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


                    SECTION
9.2 Waivers; Amendments. (a) No failure or delay by the Administrative
Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, any
Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise 


65






have. No waiver of any provision of any Loan Document or consent to any departure by any
Loan Party therefrom shall in any event be effective unless the same shall be
permitted by clause (b) of this Section, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether the Administrative Agent, any Lender or any Issuing Bank
may have had notice or knowledge of such Default at the time. 


                    (b)
Neither this Agreement nor any other Loan Document nor any provision hereof or
thereof may be waived, amended or modified except, in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by
the Borrower and the Required Lenders or, in the case of any other Loan
Document, pursuant to an agreement or agreements in writing entered into by the
Administrative Agent and the Loan Party or Loan Parties that are parties
thereto, in each case with the consent of the Required Lenders; provided that
no such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
L/C Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender directly affected
thereby, (iii) postpone the date fixed for the payment of the principal amount
(including the final scheduled payment) of any Loan or L/C Disbursement, or the
date fixed for the payment of any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, or permit a Letter
of Credit to expire later than the date referred to in Section 2.5(c)(ii)
without the written consent of each Lender directly affected thereby, (iv)
change any provision of this Agreement providing for pro rata sharing of the
payments among the Lenders without the written consent of each Lender directly
affected thereby, (v) change any of the provisions of this Section or the
definition of “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class)
required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be) or (vi) release
all or substantially all of the Subsidiary Guarantors from their Guarantees
under the Subsidiary Guarantee (except as expressly provided therein), without
the written consent of each Lender; provided, further, that no such agreement
shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, any Issuing Bank or any Swingline Lender without the
prior written consent of the Administrative Agent, such Issuing Bank or such
Swingline Lender, as the case may be. 


                    SECTION
9.3 Judgment Currency. (a) The Borrower’s obligations hereunder and
under the other Loan Documents to make payments in a specified currency (the
“Obligation Currency”) shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery results in the effective receipt by the Administrative Agent or a
Lender of the full amount of the Obligation Currency expressed to be payable to
the Administrative Agent or such Lender under this Agreement or the other Loan
Documents. If, for the purpose of obtaining or enforcing judgment against any
Loan Party in any court or in any jurisdiction, it becomes necessary to convert
into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the “Judgment Currency”) an amount
due in the Obligation Currency, the conversion shall be made, at the rate of
exchange (as quoted by the Administrative Agent or if the Administrative Agent
does not quote a rate of exchange on such currency, by a known dealer in such
currency designated by the Administrative Agent) determined, in each case, as
of the Business Day immediately preceding the date on which the judgment is
given (such Business Day being hereinafter referred to as the “Judgment
Currency Conversion Date”).  


66






                    (b)
If there is a change in the rate of exchange prevailing between the Judgment
Currency Conversion Date and the date of actual payment of the amount due, the
Borrower covenants and agrees to pay, or cause to be paid, such additional
amounts, if any (but in any event not a lesser amount), as may be necessary to
ensure that the amount paid in the Judgment Currency, when converted at the
rate of exchange prevailing on the date of payment, will produce the amount of
the Obligation Currency which could have been purchased with the amount of
Judgment Currency stipulated in the judgment or judicial award at the rate of
exchange prevailing on the Judgment Currency Conversion Date. 


                    (c)
For purposes of determining any rate of exchange or currency equivalent for
this Section, such amounts shall include any premium and costs payable in
connection with the purchase of the Obligation Currency. 


                    SECTION
9.4 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i)
all reasonable out-of-pocket expenses incurred by the Administrative Agent, the
Syndication Agents, the Joint Lead Arrangers and each of their respective
Affiliates including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent, the Syndication Agents, the Joint Lead Arrangers,
in connection with the syndication of the credit facilities provided for herein
or preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank 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, the Issuing Bank or any Lender, including the
fees, charges and disbursements of any counsel for the Administrative Agent,
the Issuing Bank or any Lender, in connection with the enforcement or
protection of its rights in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit. 


                    (b)
The Borrower shall indemnify the Administrative Agent, each Issuing Bank and
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of any Loan
Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by any Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on any Property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to a Borrower
or any of its Subsidiaries, (iv) any conversion or translation of a currency
into another currency, or (v) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, regardless of whether any Indemnitee is a
party thereto and whether or not the same are brought by the Borrower, its
equity holders, affiliates or creditors or any other Person; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses result from the gross
negligence or willful misconduct of such Indemnitee or the material breach by
such Indemnitee of its obligations under the Loan Documents. 


67





                    (c)
To the extent that the Borrower fails to pay any amount required to be paid by
it to the Administrative Agent, the relevant Issuing Bank or the Swingline
Lender under clause (a) or (b) of this Section, each Lender severally agrees to
pay to the Administrative Agent, the relevant Issuing Bank or the Swingline
Lender, as the case may be, such Lender’s pro rata share (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, the relevant Issuing
Bank or the Swingline Lender in its capacity as such. For purposes hereof, a
Lender’s “pro rata share” shall be determined based upon its share of the sum
of the total Revolving Exposures, outstanding Term Loans and unused Commitments
at the time. 


                    (d)
To the extent permitted by applicable law, the Borrower shall not assert, and
the Borrower 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 or any agreement or instrument contemplated hereby, the
Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 


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


                    (f)
No Indemnitee referred to in paragraph (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. 


                    SECTION
9.5 Successors and Assigns; Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit),
except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section. 


                    (b)
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender
may assign to one or more assignees (each, an “Assignee”), other than a natural
person, any Loan Party or any Affiliate of a Loan Party, all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitments and the Loans at the time owing to it) with the prior written
consent of:  


           (A)
the Borrower (which consent, in the case of an Eligible Assignee, shall not be
unreasonably withheld or delayed), provided that no consent of the Borrower
shall be required for an assignment to a Lender, an Affiliate of a Lender or,
if an Event of Default has occurred and is continuing, any other Person, and
provided, further, that, the Borrower shall be deemed to have consented to any
such assignment unless the Borrower shall object thereto by written notice to
the Administrative Agent within fifteen Business Days after having received
notice thereof;  


           (B)
the Administrative Agent, provided that no consent of the Administrative Agent
shall be required for an assignment of all or any portion of a Term Loan to a
Lender or an Affiliate of a Lender; and  


                    (C)
in the case of any assignment of Revolving Commitments, the Issuing Bank. 


68





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


           (A)
except in the case of an assignment to a Lender or an Affiliate of a Lender or
an assignment of the entire remaining amount of the assigning Lender’s
Commitments or Loans, the minimum aggregate assignment amount and the minimum
amount retained by the assignor after giving effect to any partial assignment
shall, in each case, be $5,000,000 unless otherwise agreed by the Borrower and
the Administrative Agent; 


           (B)
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 


           (C)
the Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an administrative questionnaire. 


                    (iii)
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)
below, from and after the effective date specified in each Assignment and
Assumption the Assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections
2.15, 2.17 and 9.4). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.5
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c)
of this Section. 


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


                    (v)
Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an Assignee, the Assignee’s completed administrative
questionnaire (unless the Assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register. No assignment
shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph. 


                    (c)
(i) Any Lender may, without the consent of the Borrower, any Issuing Bank or
the Administrative Agent, sell participations to one or more banks or other
entities (a “Participant”), other than a natural person, any Loan Party or any
Affiliate of a Loan Party, in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (A) such Lender’s obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such  


69





obligations
and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. Any
agreement 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 may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver that (1) requires the consent of each Lender directly affected thereby
pursuant to the proviso to Section 9.2(b) and (2) directly affects such
Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.15, 2.17
and 9.4 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.9 as though it were a Lender, provided such Participant shall be
subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a
participation shall, acting solely for this purpose as a non-fiduciary agent of
the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under this Agreement
(the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register to any Person (including
the identity of any Participant or any information relating to a Participant’s
interest in any Commitments, Loans, Letters of Credit or its other obligations
under any Loan Document) except to the extent that such disclosure is necessary
to establish that such Commitment, Loan, Letter of Credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each person whose name is recorded
in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary.  


                    (ii)
A Participant shall not be entitled to receive any greater payment under
Section 2.15 or 2.17 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. No Participant shall be entitled to the benefits of Section
2.17 unless such Participant complies with Section 2.17(e) as if it were a
Lender. 


                    (d)
Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to any central
bank or a member bank of the Federal Reserve System or central bank, and this
Section shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or Assignee for such Lender as a party hereto. 


                    (e)
The Borrower, upon receipt of written notice from the relevant Lender, agrees
to issue Notes to any Lender requiring Notes to facilitate transactions of the
type described in paragraph (d) above. 


                    (f)
Notwithstanding the foregoing, any Conduit Lender may assign any or all of the
Loans it may have funded hereunder to its designating Lender without the
consent of the Borrower or the Administrative Agent and without regard to the
limitations set forth in Section (b). Each of the Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued
by such Conduit Lender; provided, however, that each Lender designating any
Conduit Lender hereby agrees to indemnify, save and hold harmless each other
party hereto for any loss, cost, damage or  


70





expense
arising out of its inability to institute such a proceeding against such
Conduit Lender during such period of forbearance. 


                    SECTION
9.6 Survival. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder. The
provisions of Sections 2.15, 2.16, 2.17, 9.4, 9.13 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof. 


                    SECTION
9.7 Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement, the
other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4.1, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by email or telecopy
shall be effective as delivery of a manually executed counterpart of this
Agreement. 


                    SECTION
9.8 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction. 


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


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


                    (b)
The Borrower hereby irrevocably and unconditionally submits, for itself and its
Property, to the exclusive jurisdiction and venue of the state or federal
courts located in the Borough of 


71





Manhattan in
the City of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to any Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State
or, to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that, to the extent permitted by law, a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right
that the Administrative Agent, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other
Loan Document against the Borrower or the Borrower’s properties in the courts
of any jurisdiction. 


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


                    (d)
Each party to this Agreement irrevocably consents, to the fullest extent
permitted by law, to service of process in the manner provided for notices in
Section 9.1. Nothing in this Agreement or any other Loan Document will affect
the right of any party to this Agreement to serve process in any other manner permitted
by law. 


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


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


                    SECTION
9.13 Confidentiality. Each of the Administrative Agent, each Issuing
Bank and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its
Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors in connection with the Transactions and the
administration of this Agreement and the other Loan Documents (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, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing provisions substantially the same


72





as those of
this Section, to any Assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement,
(g) with the consent of the Borrower, (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section
or (ii) becomes available to the Administrative Agent, any Issuing Bank or any
Lender on a nonconfidential basis from a source other than the Borrower or (i)
subject to an agreement containing provisions substantially the same as those
of this Section, to any credit insurance provider or direct, indirect, actual
or prospective counterparty (and its advisor) to any swap, derivative or
securitization transaction related to the obligations under this Agreement. For
the purposes of this Section, “Information” means all information received from
the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent, any Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by the Borrower. 


                    SECTION
9.14 Releases of Guarantees. Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the Administrative Agent is
hereby irrevocably authorized by each Lender (without requirement of notice to
or consent of any Lender except as expressly required by Section 9.2) to take
any action requested by the Borrower having the effect of releasing any
guarantee obligations to the extent necessary to permit the consummation of any
transaction that is permitted by this Agreement or that has been consented to
in accordance with Section 9.2. 


                    SECTION
9.15 USA Patriot Act. Each 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 to identify the Borrower in accordance with the
Act. 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


73






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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COTY INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Sérgio
 Pedreiro

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Sérgio
 Pedreiro

 
	
  

 	
  

 	
 Title: Chief
 Financial Officer

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 JPMORGAN
 CHASE BANK, N.A., as Administrative 

 Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Tony
 Yung

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Tony
 Yung

 
	
  

 	
  

 	
 Title:
 Executive Director

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 JPMorgan
 Chase Bank, N.A., as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Sarah
 Freedman

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Sarah
 Freedman

 
	
  

 	
  

 	
 Title:
 Executive Director

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BANK OF AMERICA, N.A., as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ J. Casey
 Cosgrove

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name: J.
 Casey Cosgrove

 
	
  

 	
  

 	
 Title:
 Director

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BNP Paribas,
 as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ P. Nicholas
 Rogers

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 P. Nicholas Rogers

 
	
  

 	
  

 	
 Title:
 Managing Director

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Nanette
 Baudon

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Nanette Baudon

 
	
  

 	
  

 	
 Title:
 Director

 






[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BANK OF THE
 WEST, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Francesco Ingargiola

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Francesco Ingargiola

 
	
  

 	
  

 	
 Title:
 Senior Vice President

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FIRST
 HAWAIIAN BANK, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Landon
 Santos

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Landon
 Santos

 
	
  

 	
  

 	
 Title:
 Corporate Banking Officer

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CRÉDIT
 AGRICOLE CORPORATE AND 

 INVESTMENT BANK,
as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Elvis
 Grgurovic

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Elvis
 Grgurovic

 
	
  

 	
  

 	
 Title:
 Director

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Pamela
 Donnelly

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Pamela
 Donnelly

 
	
  

 	
  

 	
 Title:
 Managing Director

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Deutsche
 Bank AG New York Branch, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Ming K.
 Chu

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Ming
 K. Chu

 
	
  

 	
  

 	
 Title: Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Virginia
 Cosenza

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Virginia Cosenza

 
	
  

 	
  

 	
 Title: Vice
 President

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ING BANK
 N.V., as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Russell
 Boon

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Russell Boon

 
	
  

 	
  

 	
 Title:
 Director

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Diederik
 Sluijs

 	
  

 
	
  

 	
  

 	 


 	
  

 
	
  

 	
  

 	
 Name:
 Diederik Sluijs

 
	
  

 	
  

 	
 Title:
 Director

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Bank of
 Tokyo-Mitsubishi UFJ, Ltd, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Maria
 Iarriccio

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Maria
 Iarriccio

 
	
  

 	
  

 	
 Title: Vice
 President

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 MORGAN
 STANLEY BANK, N.A., as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Michael
 King

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Michael King

 
	
  

 	
  

 	
 Title:
 Authorized Signatory

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Wells Fargo
 Bank, N.A., as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ William
 A. Demilt, Jr.

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 William A. Demilt, Jr.

 
	
  

 	
  

 	
 Title:
 Senior Vice President

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Barclays
 Bank PLC, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Vanessa
 Kurbatskiy

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Vanessa Kurbatskiy

 
	
  

 	
  

 	
 Title: Vice
 President

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Fifth Third
 Bank, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Michelle
 Dawidziak

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Michelle Dawidziak

 
	
  

 	
  

 	
 Title:
 Assistant Vice President

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Mizuho
 Corporate Bank, Ltd, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Donna
 DeMagistris

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Donna
 DeMagistris

 
	
  

 	
  

 	
 Title:
 Authorized Signatory

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ROYAL BANK
 OF CANADA, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ John
 Flores

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: John
 Flores

 
	
  

 	
  

 	
 Title:
 Authorized Signatory

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE ROYAL BANK OF SCOTLAND PLC, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Timothy
 J. McNaught

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Timothy J. McNaught

 
	
  

 	
  

 	
 Title:
 Managing Director

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 U.S. Bank
 National Association, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Janet E.
 Jordan

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Janet
 E. Jordan

 
	
  

 	
  

 	
 Title:
 Senior Vice President

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 HSBC Bank
 USA, National Association, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Randolph
 E Cates

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Randolph E Cates

 
	
  

 	
  

 	
 Title:
 Senior Relationship Manager

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LLOYDS TSB
 BANK PLC, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Stephen
 Giacolone

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:
 Stephen Giacolone

 
	
  

 	
  

 	
 Title:
 Assistant Vice President G011

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Julia R.
 Franklin

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Julia
 R. Franklin

 
	
  

 	
  

 	
 Title: Vice
 President F014

 


 [Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Sumitomo Mitsui Banking Corporation, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Shuji
 Yabe

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Shuji
 Yabe

 
	
  

 	
  

 	
 Title:
 Managing Director

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SOVEREIGN
 BANK, N.A., as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ William
 Maag

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: William
 Maag

 
	
  

 	
  

 	
 Title:
 Senior Vice President

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COMPASS
 BANK, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Philip
 Potter

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Philip
 Potter

 
	
  

 	
  

 	
 Title:
 Senior Vice President

 


[Signature Page to Coty Credit Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 DZ BANK AG

 
	
  

 	
 Deutsche
 Zentral-Genossenschaftsbank New York 

 Branch, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Oliver
 Hildenbrand

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Oliver
 Hildenbrand

 
	
  

 	
  

 	
 Title: SVP

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Paul
 Fitzpatrick

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Paul
 Fitzpatrick

 
	
  

 	
  

 	
 Title: SVP

 


[Signature Page to Coty Credit Agreement]










	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Mega
 International Commercial Bank Co., Ltd. 

 New York Branch, as a Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Luke
 Hwang

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Luke
 Hwang

 
	
  

 	
  

 	
 Title: VP
 & DGM

 






[Signature Page to Coty Credit Agreement]





SCHEDULE 1.1


Subsidiary
Guarantors


Coty US LLC

Calvin Klein Cosmetic Corporation

OPI Products, Inc.

Philosophy Acquisition Company, Inc.

Philosophy, Inc.


S-1






SCHEDULE 2.1


Commitments


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Lender

 	
  

 	
  

 	
 Revolving

 Commitment

 	
  

 	
 Term 

 Commitment

 	
  

 
	 
 	
  

 	 

 	
  

 	 

 	
  

 
	
 JPMorgan Chase Bank, N.A.

 	
  

 	
 $

 	
 81,250,000

 	
  

 	
 $

 	
 81,250,000

 	
  

 
	
 Bank of America, N.A.

 	
  

 	
 $

 	
 81,250,000

 	
  

 	
 $

 	
 81,250,000

 	
  

 
	
 BNP Paribas

 	
  

 	
 $

 	
 81,250,000

 	
  

 	
 $

 	
 21,250,000

 	
  

 
	
 Bank of the West

 	
  

 	
 $

 	
 0

 	
  

 	
 $

 	
 35,000,000

 	
  

 
	
 First Hawaiian Bank

 	
  

 	
 $

 	
 0

 	
  

 	
 $

 	
 25,000,000

 	
  

 
	
 Credit Agricole Corporate & Investment
 Bank

 	
  

 	
 $

 	
 81,250,000

 	
  

 	
 $

 	
 81,250,000

 	
  

 
	
 [Deutsche Bank AG New York Branch]

 	
  

 	
 $

 	
 81,250,000

 	
  

 	
 $

 	
 81,250,000

 	
  

 
	
 [ING Bank N.V.]

 	
  

 	
 $

 	
 81,250,000

 	
  

 	
 $

 	
 81,250,000

 	
  

 
	
 The Bank of Tokyo-Mitsubishi UFJ, Ltd

 	
  

 	
 $

 	
 40,625,000

 	
  

 	
 $

 	
 40,625,000

 	
  

 
	
 Morgan Stanley Bank, N.A.

 	
  

 	
 $

 	
 40,625,000

 	
  

 	
 $

 	
 40,625,000

 	
  

 
	
 Wells Fargo Bank, N.A.

 	
  

 	
 $

 	
 81,250,000

 	
  

 	
 $

 	
 81,250,000

 	
  

 
	
 Barclays Bank PLC

 	
  

 	
 $

 	
 65,000,000

 	
  

 	
 $

 	
 65,000,000

 	
  

 
	
 Fifth Third Bank

 	
  

 	
 $

 	
 65,000,000

 	
  

 	
 $

 	
 65,000,000

 	
  

 
	
 Mizuho Corporate Bank, Ltd

 	
  

 	
 $

 	
 65,000,000

 	
  

 	
 $

 	
 65,000,000

 	
  

 
	
 Royal Bank of Canada

 	
  

 	
 $

 	
 65,000,000

 	
  

 	
 $

 	
 65,000,000

 	
  

 
	
 The Royal Bank of Scotland plc

 	
  

 	
 $

 	
 65,000,000

 	
  

 	
 $

 	
 65,000,000

 	
  

 
	
 U.S. Bank National Association

 	
  

 	
 $

 	
 65,000,000

 	
  

 	
 $

 	
 65,000,000

 	
  

 
	
 HSBC Bank USA, National Association

 	
  

 	
 $

 	
 42,500,000

 	
  

 	
 $

 	
 42,500,000

 	
  

 
	
 Lloyds TSB Bank plc

 	
  

 	
 $

 	
 42,500,000

 	
  

 	
 $

 	
 42,500,000

 	
  

 
	
 Sumitomo Mitsui Banking Corporation

 	
  

 	
 $

 	
 42,500,000

 	
  

 	
 $

 	
 42,500,000

 	
  

 
	
 Sovereign Bank N.A.

 	
  

 	
 $

 	
 40,000,000

 	
  

 	
 $

 	
 40,000,000

 	
  

 
	
 Compass Bank

 	
  

 	
 $

 	
 25,000,000

 	
  

 	
 $

 	
 25,000,000

 	
  

 
	
 DZ Bank AG

 Deutsche Zentral – Genossenschaftsbank New York Branch

 	
  

 	
 $

 	
 12,500,000

 	
  

 	
 $

 	
 12,500,000

 	
  

 
	
 Mega International Commercial Bank Co.,
 Ltd New York Branch

 	
  

 	
 $

 	
 5,000,000

 	
  

 	
 $

 	
 5,000,000

 	
  

 
	 
 	
  

 	 

 	
  

 	 

 	
  

 
	
 Total

 	
  

 	
 $

 	
 1,250,000,000

 	
  

 	
 $

 	
 1,250,000,000

 	
  

 
	 
 	
  

 	 

 	
  

 	 

 	
  

 



S-2






SCHEDULE 2.5


Existing Letters of Credit


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Beneficiary

 	
  

 	
 Letter of
 Credit 

 Number

 	
  

 	
 Expiration
 Date

 	
  

 	
 Amount

 	
  

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 	
  

 
	
 Atlantic Mutual

 	
  

 	
 P-249586

 	
  

 	
 July 15, 2013

 	
  

 	
 $

 	
 40,000.00

 	
  

 
	
 Zurich American Insurance Co.

 	
  

 	
 TPTS-262936

 	
  

 	
 June 2, 2013

 	
  

 	
 $

 	
 250,000.00

 	
  

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 	
  

 
	
 TOTAL

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 290,000.00

 	
  

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 	
  

 



S-3






SCHEDULE 3.6


Disclosed Matters


None.


S-4






SCHEDULE 3.12


Subsidiaries


	
  

 	
  

 	
  

 
	
 Subsidiary Name

 	
  

 	
 Amount owned, indirectly or directly by
the Company

 
	 

 	
  

 	 

 
	
 Coty Argentina S.A

 	
  

 	
 Coty
 Services and Logistics GmbH: 95% 

 Coty Benelux
 B.V.: 5%

 
	
 Coty Australia Pty. Ltd.

 	
  

 	
 Coty
 Investment B.V.: 99.99999%

 Coty B.V.:
 0.00001%

 
	
 Coty Austria GmbH, wien

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Benelux S.A.

 	
  

 	
 Coty
 B.V.: 99.9%

 Third Parties:
 0.1%

 
	
 Coty
 Brasil Industria e Comercio de Cosmeticos Ltda.

 	
  

 	
 Coty
 B.V.: 100% 

 
	
 Lancaster
 do Brasil Cosmeticos Ltda.

 	
  

 	
 Coty US
 LLC: 99.85%

 Coty Germany
 GmbH: 0.15%

 
	
 Coty Canada Inc.

 	
  

 	
 Coty Germany
 GmbH: 100%

 
	
 Del Pharmaceutics (Canada)
 Inc.

 	
  

 	
 DLI
 International Holding II Corp.: 100%

 
	
 Coty Cosmeticos Chile
 Limitada

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty International Trade
 (Shanghai) Co. Ltd.

 	
  

 	
 Coty
 France S.A.S.: 100%

 
	
 Coty Prestige Shanghai
 Ltd.

 	
  

 	
 Coty
 Prestige Shanghai (HK) Ltd.: 100%

 
	
 Banon Biochemistry Suzhou

 	
  

 	
 Ming-De
 Industrial Co. Ltd.: 8%

 Chi Chun
 Industrial Co. Ltd.: 17.03%

 Kuiqi Holding
 Ltd.: 74.97%

 
	
 Ganon Biochemistry
 Technology China

 	
  

 	
 Ming-De
 Industrial Co. Ltd.: 8%

 Chi Chun
 Industrial Co. Ltd.: 17.03%

 Kuiqi Holding
 Ltd.: 74.97%

 
	
 Suzhou Jiahua Biochemistry
 Co.

 	
  

 	
 Ganon
 Biochemistry Techonology China: 75%

 Super Globe
 Holdings Ltd.: 25%

 
	
 Nanjing Tjoy Biochemical
 Co. Ltd.

 	
  

 	
 Ganon
 Biochemistry Technology China: 75%

 Super Globe
 Holdings Ltd.: 25%

 
	
 Nanjing Yanting Trade Co.
 Ltd.

 	
  

 	
 Ganon
 Biochemistry Technology China: 100%

 
	
 Nanjing Shenpeng Cosmetics
 Trading

 	
  

 	
 Banon
 Biochemistry Suzhou: 100%

 
	
 Suzhou Jiayi Cosmetics
 Sales Co.

 	
  

 	
 Banon
 Biochemistry Suzhou: 100%

 
	
 TJoy Holdings Co. Ltd.

 	
  

 	
 Coty
 Geneva SA: 92%

 Shiqui Holding:
 8% (original owner of TJoy)

 
	
 Coty Colombia Ltda.

 	
  

 	
 Coty
 B.V.: 100% 

 
	
 Coty Ceska Republika, k.s.

 	
  

 	
 Coty
 B.V.: 99% 

 Lancaster B.V.:
 1%

 
	
 Coty France S.A.S.

 	
  

 	
 Coty
 S.A.S.: 100%

 
	
 Coty S.A.S.

 	
  

 	
 Coty
 B.V.: 99.9%

 Lancaster Group
 GmbH: 0.025%

 Benckiser
 Beteiligungsverwaltungs GmbH: 0.025%

 Coty Germany
 GmbH: 0.025%

 Josianne
 Parolini: 0.025%

 
	
 Fragrance
 Production S.A.S.

 	
  

 	
 Coty
 France S.A.S.: 99.6%

 Coty S.A.S.: 0.4%

 


S-5









	
  

 	
  

 	
  

 
	
 Subsidiary Name

 	
  

 	
 Amount owned, indirectly or directly by
the Company

 
	 

 	
  

 	 

 
	
 Coty Germany GmbH

 	
  

 	
 Coty
 Geneva SA: 100%

 
	
 Coty Services and
 Logistics GmbH

 	
  

 	
 Coty
 Germany GmbH: 100%

 
	
 Coty Prestige Hellas S.A.

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Prestige Southeast
 Asia (HK) Limited

 	
  

 	
 Coty
 Prestige Southeast Asia Pte Ltd.: 100%

 
	
 Coty Prestige Hong Kong
 Ltd.

 	
  

 	
 Coty
 B.V.: 55% 

 Bluebell Far East
 Ltd.: 45%

 
	
 Kuiqui Holding Ltd.

 	
  

 	
 TJoy
 Holdings Co. Ltd.: 100%

 
	
 Chi Chun Industrial Co.
 Ltd.

 	
  

 	
 TJoy
 Holdings Co. Ltd.: 100%

 
	
 Ming-De Investment Co.
 Ltd.

 	
  

 	
 TJoy
 Holdings Co. Ltd.: 100%

 
	
 Super Globe Holdings Ltd.

 	
  

 	
 TJoy
 Holdings Co. Ltd.: 100%

 
	
 Coty Prestige Shanghai
 (HK) Ltd.

 	
  

 	
 Coty
 B.V.: 58% 

 Peakstar
 Development Ltd.: 42%

 
	
 Coty Hungary Kft.

 	
  

 	
 Coty
 Germany GmbH: 100%

 
	
 Coty Ireland Ltd.

 	
  

 	
 Coty
 Germany GmbH: 100%

 
	
 Coty
 Italia S.p.A.

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Prestige Japan KK

 	
  

 	
 Coty
 Prestige Hong Kong Ltd.: 100%

 
	
 OPI Japan KK

 	
  

 	
 OPI
 Products Inc.: 100%

 
	
 Coty Prestige Southeast
 Asia (M) SDN. BHD.

 	
  

 	
 Coty
 Prestige Southeast Asia Pte. Ltd.: 100%

 
	
 Coty
 Mexico S.A. de C.V.

 	
  

 	
 Coty
 Inc.: 100%

 
	
 Lancaster S.A.M.

 	
  

 	
 Coty
 B.V.: 99.9%

 Darryl McCall:
 0.1%

 
	
 Coty B.V.

 	
  

 	
 Coty
 Geneva S.A. Versoix: 100%

 
	
 Coty Investment B.V.

 	
  

 	
 Coty
 Inc.: 100%

 
	
 Lancaster B.V.

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Benelux B.V.

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Polska Sp z.o.o.

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty
 Prestige España – Surcursal em Portugal

 	
  

 	
 Coty
 Spain S.L.: 100%

 
	
 Coty Puerto Rico Inc.

 	
  

 	
 Coty
 B.V.: 95% 

 Coty US LLC: 5%

 
	
 Coty Cosmetics Romania
 S.r.l.

 	
  

 	
 Coty
 Germany GmbH: 53%

 Coty B.V.: 47%

 
	
 Coty Russia ZAO

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Beauty LLC

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Prestige Southeast
 Asia Pte. Ltd.

 	
  

 	
 Coty
 B.V.: 51%

 Luxasia Investments
 Pte Ltd.: 49%

 
	
 Coty Asia Pte. Ltd..

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Slovenska Republika
 s.r.o.

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty South Africa (PTY)
 Ltd.

 	
  

 	
 Coty
 Germany GmbH: 100%

 
	
 Coty
 Prestige España S.A.

 	
  

 	
 Coty
 Spain, S.L.: 100%

 
	
 Coty Astor S.A.

 	
  

 	
 Coty
 Spain, S.L.: 100%

 
	
 Coty Spain, S.L.

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Geneva S.A. Versoix

 	
  

 	
 Coty
 Investment B.V.: 100%

 
	
 Coty (Schweiz) AG

 	
  

 	
 Coty
 B.V.: 100%

 
	
 Coty Middle East FZCO

 	
  

 	
 Coty
 S.A.S.: 60% 

 Chalhoub Group
 Limited: 40%

 
	
 Coty UK Ltd.

 	
  

 	
 Coty
 Brands Group Ltd.: 100%

 


S-6









	
  

 	
  

 	
  

 
	
 Subsidiary Name

 	
  

 	
 Amount owned, indirectly or directly by
the Company

 
	 

 	
  

 	 

 
	
 Coty Export U.K. Ltd.

 	
  

 	
 Coty
 Brands Group Ltd.: 100%

 
	
 Coty Manufacturing UK Ltd.

 	
  

 	
 Coty
 Brands Group Ltd.: 100%

 
	
 Coty Services U.K. Ltd.

 	
  

 	
 Coty
 Brands Group Ltd.: 100%

 
	
 India Projects Ltd.

 	
  

 	
 Coty
 Germany GmbH: 100%

 
	
 Coty Brands Group Limited

 	
  

 	
 Coty
 Germany GmbH: 100%

 
	
 Beauty International Ltd.

 	
  

 	
 Coty
 Brands Group Ltd: 100%

 
	
 Lancaster Group, Ltd.

 	
  

 	
 Beauty
 International Ltd.: 100%

 
	
 Rimmel International Ltd.

 	
  

 	
 Beauty
 International Ltd.: 100%

 
	
 Lady Manhattan Ltd.

 	
  

 	
 Coty
 Germany GmbH: 100%

 
	
 Del Laboratories (U.K.)
 Limited

 	
  

 	
 DLI
 International Holding I LLC: 100%

 
	
 Calvin Klein Cosmetic
 Corporation

 	
  

 	
 Coty
 Inc.: 100%

 
	
 Coty Inc.

 	
  

 	
 JAB
 Holdings II B.V.: 80.3%

 Rhone Capital:
 7.1%

 Berkshire
 Partners LLC: 7.1%

 Coty Management:
 4.14%

 
	
 Coty Prestige Travel
 Retail and Export LLC

 	
  

 	
 Coty
 Inc.: 100%

 
	
 Coty US LLC

 	
  

 	
 Coty
 Inc.: 100%

 
	
 Rimmel Inc.

 	
  

 	
 Coty US
 LLC: 100%

 
	
 DLI International Holding
 I LLC

 	
  

 	
 Coty
 Inc.: 100%

 
	
 DLI International Holding
 II Corp.

 	
  

 	
 Coty US
 LLC: 100%

 
	
 Philosophy Acquisition
 Company, Inc.

 	
  

 	
 Coty
 Inc.: 100%

 
	
 Philosophy Mezzanine Corp.

 	
  

 	
 Philosophy
 Acquisition Company, Inc.: 100%

 
	
 Philosophy, Inc.

 	
  

 	
 Philosophy
 Mezzanine Corp.: 100%

 
	
 Philosophy Cosmetics, Inc.

 	
  

 	
 Philosophy
 Inc.: 100%

 
	
 Philosophy Beauty
 Consulting LLC

 	
  

 	
 Philosophy
 Inc.: 100%

 
	
 Biotech Research Labs,
 Inc.

 	
  

 	
 Philosophy
 Mezzanine Corp.: 100%

 
	
 OPI Products, Inc.

 	
  

 	
 Coty
 Inc.: 100%

 


S-7





EXHIBIT A TO

CREDIT AGREEMENT


 [FORM OF] ASSIGNMENT
AND ASSUMPTION


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


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


	
  

 	
  

 	
  

 
	
 1.

 	
 Assignor:

 	
 ______________________________

 
	
  

 
	
 2.

 	
 Assignee:

 	
 ______________________________

 
	
  

 
	
  

 	
  

 	
 [and is an
 Affiliate of [indentify Lender]]

 
	
  

 
	
 3.

 	
 Borrower:

 	
 COTY INC.

 
	
  

 
	
 4.

 	
 Administrative
 Agent:

 	
 JPMORGAN
 CHASE BANK, N.A., as administrative agent under the Credit Agreement

 
	
  

 
	
 5.

 	
 Credit
 Agreement:

 	
 The Credit
 Agreement dated as of April 2, 2013 among COTY INC., the Lenders parties
 thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other
 agents parties thereto.

 













	
  

 	
  

 	
  

 
	
 6.

 	
 Assigned
 Interest:

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Facility Assigned1

 	
  

 	
 Aggregate Amount of 

 Commitment/Loans for 

 all Lenders

 	
  

 	
 Amount of 

 Commitment/Loans 

 Assigned

 	
  

 	
 Percentage Assigned of 

 Commitment/Loans2

 	
  

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 $

 	
  

 	
  

 	
 $

 	
  

 	
  

 	
 %

 	
  

 	
  

 
	
  

 	
  

 	
 $

 	
  

 	
  

 	
 $

 	
  

 	
  

 	
 %

 	
  

 	
  

 
	
  

 	
  

 	
 $

 	
  

 	
  

 	
 $

 	
  

 	
  

 	
 %

 	
  

 	
  

 



Effective
Date: ______________, 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


The Assignee agrees to
deliver to the Administrative Agent a completed administrative questionnaire in
which the Assignee designates one or more credit contacts to whom all
syndicate-level information (which may contain material non-public information
about the Borrower, the Loan Parties and their Affiliates or their respective
securities) will be made available and who may receive such information in
accordance with the Assignee’s compliance procedures and applicable laws,
including Federal and state securities laws.


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:

 	
  

 






	
  

 	
  

 
	 

 	
  

 
	
 1
 Fill in the appropriate terminology for the types of facilities under the
 Credit Agreement that are being assigned under this Assignment (e.g.
 “Revolving Commitment,” or “Term Commitment”).

 
	
  

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

 


2






[Consented to and]3 Accepted:


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


	
  

 	
  

 	
  

 
	
 By

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  Title:

 	
  

 
	
  

 	
  

 
	
 [Consented
 to:]4

 	
  

 
	
  

 	
  

 	
  

 
	
 [COTY INC.]

 	
  

 
	
  

 	
  

 
	
 By

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  Title:

 	
  

 
	
  

 	
  

 	
  

 
	
 [NAME OF ANY
 OTHER RELEVANT PARTY]5

 
	
  

 	
  

 	
  

 
	
 By

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  Title:

 	
  

 






	
  

 	
  

 
	 

 	
  

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

 
	
  

 
	
 4
 To be added only if the consent of the Borrower is required by the terms of
 the Credit Agreement.

 
	
  

 
	
 5
 To be added only if the consent of another party (e.g. Swingline Lender,
 Issuing Lender) is required by the terms of the Credit Agreement.

 


3






ANNEX 1


The Credit
Agreement dated as of April 2, 2013 among COTY INC., the Lenders parties
thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other
agents parties thereto.


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 satisfies the
requirements, if any, specified in the Credit Agreement that are required to be
satisfied by it in order to acquire the Assigned Interest and become a Lender,
(iii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 5.1 thereof, 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 non-U.S. Lender, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.


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


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





2


and Assumption. This Assignment and Assumption shall be governed by,
and construed in accordance with, the law of the State of New York.





EXHIBIT B-1 TO

CREDIT AGREEMENT


FORM OF OPINION OF GENERAL COUNSEL


See Tab 5









	
  

 
	
 April 2, 2013

 
	
  

 
	
 To the
 Lenders and the Administrative Agent

 
	
 referred to below

 
	
 c/o JPMorgan
 Chase Bank, N.A.,

 
	
 as Administrative Agent

 
	
 270 Park
 Avenue

 
	
 New York, NY
 10017

 
	
  

 
	
 Ladies and
 Gentlemen:

 



          I
am Senior Vice President, General Counsel and Secretary of Coty Inc., a
Delaware corporation (the “Borrower”), and I have acted in such capacity in
connection with the (i) Credit Agreement, dated as of April 2, 2013 (the
“Credit Agreement”) by and among the Borrower, the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent thereunder (in such
capacity, “Administrative Agent”), and as a lender and (ii) the Subsidiary
Guarantee, dated as of April 2, 2013, given by Coty US LLC, a Delaware limited
liability company (“Coty US”), Calvin Klein Cosmetic Corporation, a Delaware
corporation (“CKCC”), O P I Products, Inc., a Delaware corporation (“OPI
Products”), Philosophy Acquisition Company, Inc., a Delaware corporation
(“Philosophy Acquisition”) and Philosophy, Inc., an Arizona corporation
(“Philosophy” and, together with Coty US, CKCC, OPI Products and Philosophy
Acquisition, the “Subsidiary Guarantors”) to the Administrative Agent (all of
the foregoing documents, including the Credit Agreement, the “Transaction
Documents”). Terms defined in the Credit Agreement and not otherwise defined
herein are used herein as therein defined. This opinion is being rendered to
you pursuant to Section 4.1(c)(i) of the Credit Agreement.


          I
have examined, or have caused attorneys under my direction to examine,
originals or copies, certified or otherwise identified to my satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments and have conducted, or have caused to be conducted, such other
investigations of fact and law as I or such attorneys have deemed necessary or
advisable for purposes of this opinion.


	
  

 	
  

 	
  

 
	
  

 	
 Upon the
 basis of the foregoing, I am of the opinion that:

 
	
  

 	
  

 
	
  

 	
 1.

 	
 Borrower and
 each of the Subsidiary Guarantors (other than Philosophy) is a corporation or
 a limited liability company duly organized, validly existing and in good
 standing under the laws of the State of Delaware, and have all requisite
 powers and authority to carry on their business as now conducted and, except
 where failure to do so, individually or in the aggregate, could not reasonably
 be expected to have a Material Adverse Effect, are qualified to do business
 in, and is in good standing in, every jurisdiction where such qualification
 is required.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Philosophy
 is a corporation duly organized, validly existing and in good standing under
 the laws of the State of Arizona, and has all requisite powers and authority
 to carry on its business as now conducted and, except where failure to do so, 

 













	
  

 	
  

 	
  

 
	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, are qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 The
 execution, delivery and performance by Borrower and each Subsidiary Guarantor
 of the Transaction Documents to which it is a party are within the Borrower’s
 or such Subsidiary Guarantor’s corporate or limited liability company, as
 applicable, powers and have been duly authorized by all necessary corporate
 or limited liability company, as applicable, action required by the Borrower
 or such Subsidiary Guarantor, and do not contravene, or constitute a breach
 of or default under the certificate of incorporation or articles of
 organization, as applicable, or bylaws or operating agreement, as applicable,
 of the Borrower or any of the Subsidiary Guarantors or, to my knowledge after
 due inquiry, of any material agreement, judgment, injunction, order, decree
 or other instrument binding upon the Borrower or any of its Subsidiaries or
 result in the creation or imposition of any Lien on any revenues or assets of
 the Borrower or any of its Subsidiaries pursuant to any such material
 agreement or other instrument.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 There are no
 actions, suits or proceedings by or before any arbitrator or Governmental
 Authority pending against, or to my knowledge threatened against or affecting
 the Borrower or any of the Subsidiary Guarantors before any arbitrator or
 Governmental Authority (i) as to which there is a reasonable possibility of
 an adverse determination and that, if adversely determined, could reasonably
 be expected, individually or in the aggregate, to result in a Material
 Adverse Effect or (ii) that involves any of the Transaction Documents or the
 Transactions.

 
	
  

 	
  

 	
  

 
	
 [Remainder of page intentionally
 left blank.]

 









          I
am a member of the Bars of the State of New York and the State of New Jersey
and the foregoing opinions are limited to the current state of the laws of the
State of New York, the General Corporation Law and Limited Liability Company
Act of the State of Delaware and Title 10 of the Arizona Revised Statutes and
the facts as they currently exist. I assume no obligation to revise or
supplement this opinion in the event of future changes in such laws or the
interpretations thereof or such facts.


          This
opinion is rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose or relied upon by
any other Person without my prior written consent.


Very truly yours,





EXHIBIT B-2 TO

CREDIT AGREEMENT


FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP


See Tab 6









	
  

 
	
 Client: 19806-00014

 
	
  

 
	
 April 2, 2013

 
	
  

 
	
 The Lenders listed on Schedule I hereto

 
	
 and the Administrative Agent

 
	
 (as defined below) party to the

 
	
 Credit Agreement referred to below

 
	
 (collectively, the “Lender Parties”)

 
	
 c/o JPMorgan Chase Bank, N.A.,

 
	
 as Administrative Agent

 



Re: Coty Inc. – Credit Agreement dated as April 2, 2013


Ladies and
Gentlemen:


We have acted
as special counsel to Coty Inc., a Delaware corporation (the “Company”), Coty US
LLC, a Delaware limited liability company (“Coty US”), Calvin Klein Cosmetic
Corporation, a Delaware corporation (“CKCC”), O P I Products, Inc., a Delaware
corporation (“OPI
Products”), Philosophy Acquisition Company, Inc., a Delaware
corporation (“Philosophy
Acquisition”) and Philosophy, Inc., an Arizona corporation (“Philosophy” and,
together with Coty US, CKCC, OPI Products and Philosophy Acquisition, the “Subsidiary Guarantors”
and, together with the Company, the “Obligors”) in connection with that certain
Credit Agreement, dated as of April 2, 2013 (the “Credit Agreement”), by and among the Company,
as borrower, the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A.,
as administrative agent thereunder (in such capacity, the “Agent”) and a Lender.
Each capitalized term used and not defined herein has the meaning assigned to
that term in the Credit Agreement.


In rendering
this opinion, we have examined the originals, or copies, certified or otherwise
identified to our satisfaction as being true copies, of the following documents
and instruments:


	
  

 	
  

 
	
  

 	
           (i)
 the Credit Agreement, including the Exhibits and Schedules thereto;

 
	
  

 	
  

 
	
  

 	
           (ii)
 the Notes dated as of April 2, 2013 (the “Notes”) made by the Company payable to
 the Lenders and their registered assigns and delivered to the Lenders on the
 date hereof; and

 
	
  

 	
  

 
	
  

 	
           (iii)
 the Subsidiary Guarantee dated as of April 2, 2013 (the “Subsidiary Guarantee”)
 by the Subsidiary Guarantors in favor of the Agent.

 













	
  

 
	
 The Lender
 Parties

 
	
 c/o JPMorgan
 Chase Bank, N.A.

 
	
 as Agent

 
	
 April 2,
 2013

 
	
 Page 2

 



The Credit
Agreement, the Notes and the Subsidiary Guarantee are referred to herein
collectively as the “Financing
Documents.”


We have
assumed without independent investigation that:


                    (a)
The signatures on all documents examined by us are genuine, all individuals
executing such documents had all requisite legal capacity and competency and
were duly authorized, the documents submitted to us as originals are authentic
and the documents submitted to us as certified or reproduction copies conform
to the originals;


                    (b)
Each Obligor is a validly existing corporation or limited liability company, as
applicable, in good standing under the laws of its state of formation, has all
requisite corporate or limited liability company, as applicable, power to
execute and deliver each of the Financing Documents to which it is a party and
to perform its obligations thereunder, the execution and delivery of such
Financing Documents by such Obligor and performance of its obligations
thereunder have been duly authorized by all necessary corporate, limited
liability or other action and except as specifically addressed in our opinions
in paragraph 2 below, do not violate any law, rule, regulation, order, judgment
or decree applicable to such Obligor, and such Financing Documents have been
duly executed and delivered by each such Obligor; and


                    (c)
There are no agreements or understandings between or among any of the parties
to the Financing Documents or third parties that would expand, modify or
otherwise affect the terms of the Financing Documents or the respective rights
or obligations of the parties thereunder.


In rendering
this opinion, we have made such inquiries and examined, among other things,
originals or copies, certified or otherwise identified to our satisfaction, of
such records, agreements, certificates, instruments and other documents as we
have considered necessary or appropriate for purposes of this opinion. As to
certain factual matters, we have relied to the extent we deemed appropriate and
without independent investigation upon the representations and warranties of
the Obligors in the Financing Documents, a certificate of officers of the
Company, a copy of which is attached hereto (the “Officers’ Certificate”) or certificates
obtained from public officials and others.


Based upon the
foregoing and in reliance thereon, and subject to the qualifications,









	
  

 
	
 The Lender
 Parties

 
	
 c/o JPMorgan
 Chase Bank, N.A.

 
	
 as Agent

 
	
 April 2,
 2013

 
	
 Page 3

 



exceptions,
assumptions and limitations herein contained, we are of the opinion that:


                    1.
Each Financing Document constitutes a legal, valid and binding obligation of
each Obligor party thereto enforceable against such Obligor in accordance with
its terms.


                    2.
The execution and delivery by each Obligor of the Financing Documents to which
it is a party, and performance of its obligations thereunder, do not and will
not violate, or require any filing with or approval of any governmental
authority or regulatory body of the State of New York or the United States of
America under, any law, rule or regulation of the State of New York or the
United States of America applicable to such Obligor that, in our experience, is
generally applicable to transactions in the nature of those contemplated by the
Financing Documents.


                    3.
No Obligor is required to register as an “investment company” within the
meaning of the Investment Company Act of 1940, as amended.


                    4.
The execution and delivery by each Obligor of the Financing Documents to which
it is a party, and the performance of its obligations thereunder, do not result
in a breach or violation of Regulation U or X of the Board of Governors of the
Federal Reserve System.


The opinions
expressed above are subject to the following additional exceptions,
qualifications, limitations and assumptions:


                    A.
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the State of New York and the United States of America.
This opinion is limited to the effect of the current state of the laws of the
State of New York, the United States of America and the facts as they currently
exist. We assume no obligation to revise or supplement this opinion in the
event of future changes in such laws or the interpretations thereof or such
facts. Except as expressly set forth in paragraph 3 above, we express no
opinion regarding the Securities Act of 1933, as amended, or any other federal
or state securities laws, rules or regulations.


                    B.
Our opinions are subject to (i) the effect of any bankruptcy, insolvency,
reorganization, moratorium, arrangement or similar laws affecting the rights
and remedies of creditors generally (including, without limitation, the effect
of statutory or other laws









	
  

 
	
 The Lender
 Parties

 
	
 c/o JPMorgan
 Chase Bank, N.A.

 
	
 as Agent

 
	
 April 2,
 2013

 
	
 Page 4

 



regarding
fraudulent transfers or preferential transfers) and (ii) general principles of
equity, including without limitation concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance, injunctive relief or other equitable remedies regardless of
whether enforceability is considered in a proceeding in equity or at law. 


                    C.
We express no opinion regarding (a) the effectiveness of (i) any waiver
(whether or not stated as such) under the Financing Documents of, or any consent
thereunder relating to, unknown future rights or the rights of any party
thereto existing, or duties owing to it, as a matter of law; (ii) any waiver
(whether or not stated as such) contained in the Financing Documents of rights
of any party, or duties owing to it, that is broadly or vaguely stated or does
not describe the right or duty purportedly waived with reasonable specificity;
(iii) provisions relating to indemnification, exculpation or contribution, to
the extent such provisions may be held unenforceable as contrary to public
policy or federal or state securities laws or due to the negligence or willful
misconduct of the indemnified party; (iv) any provision in any Financing
Document waiving the right to object to venue in any court; (v) any agreement
to submit to the jurisdiction of any Federal Court; (vi) any waiver of the
right to jury trial; (vii) any provision purporting to establish evidentiary
standards; (viii) any provision to the effect that every right or remedy is
cumulative and may be exercised in addition to any other right or remedy or
that the election of some particular remedy does not preclude recourse to one
or more others; (ix) (A) any provision that would require payment of any
unamortized original issue discount (including any original issue discount
effectively created by payment of a fee), or (B) any closing fees, to the
extent they are considered to be fees for the “brokerage, soliciting, driving
or procuring of a loan” and exceed 0.50% of the amount thereof in violation of
New York General Obligations Law Section 5-531; (x) any fraudulent transfer
“savings” provision; (xi) any right of setoff to the extent asserted by a
participant in the rights of a Lender under the Financing Documents or (b) the
effect on the enforceability of any Subsidiary Guarantee or other Financing
Documents against any Subsidiary Guarantor or any other “surety” (which could
include a co-borrower jointly liable for loans extended to another co-borrower,
a hypothecator of property to secure obligations owed by another person or a
common creditor that has subordinated obligations owing to it), of any facts or
circumstances occurring after the date hereof that would constitute a defense
to the obligation of a surety, unless such defense has been waived effectively
by such Guarantor or other surety. In addition, we advise you that 









	
  

 
	
 The Lender
 Parties 

 
	
 c/o JPMorgan
 Chase Bank, N.A. 

 
	
 as Agent 

 
	
 April 2,
 2013 

 
	
 Page 5 

 



some of the
provisions of the Financing Documents may not be enforceable by a Lender acting
individually (as opposed to the Lenders acting through the Agent). 


                    D.
For purposes of our opinion in paragraph 4, we have assumed without independent
investigation that: (i) the representation and warranty of the Company set
forth in Section 3.15(b) of the Credit Agreement is and will be true and
correct at all relevant times and (ii) less than 25% of the value of the assets
of the Company and its Subsidiaries taken as a whole, or of any of the Company
and any of its Subsidiaries, individually, subject to the negative covenants of
the Credit Agreement consist and will consist of “margin stock” within the
meaning of Regulations U or X of the Board of Governors of the Federal Reserve
System at all relevant times. We
express no opinion with respect to Regulation T of the Board of Governors of
the Federal Reserve System. 


This opinion
is rendered as of the date hereof to the Lender Parties in connection with the
Financing Documents and may not be relied upon by any person other than the Lender
Parties or by the Lender Parties in any other context. The Lender Parties may
not furnish this opinion or copies hereof to any other person except (i) to
bank examiners and other regulatory authorities should they so request in
connection with their normal examinations, (ii) to the independent auditors and
attorneys of the Lender Parties, (iii) pursuant to order or legal process of
any court or governmental agency, (iv) in connection with any legal action to
which any Lender Party is a party arising out of the transactions contemplated
by the Financing Documents, or (v) to any potential permitted assignee of or
participant in the interest of any Lender Party under the Financing Documents
for its information. This opinion may not be quoted without the prior written
consent of this Firm. 


Very truly
yours, 





SCHEDULE I – LENDER PARTIES


JPMorgan Chase
Bank, N.A.


Bank of
America, N.A.


BNP Paribas


Bank of the
West


First Hawaiian
Bank


Crédit
Agricole Corporate and Investment Bank


Deutsche Bank
AG New York Branch

ING Bank N.V.


The Bank of
Tokyo-Mitsubishi UFJ, Ltd


Morgan Stanley
Bank, N.A.


Wells Fargo
Bank, N.A.


Barclays Bank
PLC


Fifth Third
Bank


Mizuho
Corporate Bank, Ltd


Royal Bank of
Canada


The Royal Bank
of Scotland plc


U.S. Bank
National Association


HSBC Bank USA,
National Association


Lloyds TSB
Bank plc


Sumitomo
Mitsui Banking Corporation


Sovereign Bank
N.A.


Compass Bank


DZ Bank AG






Deutsche Zentral -–
Genossenschaftsbank New York Branch


Mega
International Commercial Bank Co., Ltd New York Branch





Coty Inc.


Officers’ Certificate


          The
undersigned, Sérgio Pedreiro and Jules Kaufman do hereby certify to Gibson,
Dunn & Crutcher LLP (“Gibson
Dunn”), in their capacities as officers of Coty Inc., a Delaware
corporation (the “Borrower”),
Coty US LLC, a Delaware limited liability company (“Coty US”), Calvin
Klein Cosmetic Corporation, a Delaware corporation (“CKCC”), O P I
Products, Inc., a Delaware corporation (“OPI Products”), Philosophy Acquisition
Company, Inc., a Delaware corporation (“Philosophy Acquisition”) and Philosophy,
Inc., an Arizona corporation (“Philosophy” and, together with Coty US, CKCC, OPI
Products and Philosophy Acquisition, the “Subsidiary Guarantors” and, together with the
Borrower, the “Companies”)
in connection with that certain Credit Agreement, dated as of April 2, 2013
(the “Credit Agreement”),
by and among the Company, as borrower, the lenders party thereto (the “Lenders”) and
JPMorgan Chase Bank, N.A., as administrative agent thereunder (in such
capacity, the “Agent”)
and a Lender, as follows:


                    1.
We are the duly elected and incumbent Chief Financial Officer and General
Counsel, respectively, of the Company, are officers of each of the Subsidiary
Guarantors and are authorized to execute this Certificate on behalf of the
Company and the Subsidiary Guarantors. 


                    2.
We recognize and acknowledge that this Certificate is being furnished to Gibson
Dunn in connection with their delivery of their legal opinion of even date
herewith pursuant to Section 4.01(c)(ii) of the Credit Agreement (the “GDC Opinion”). We
further understand that Gibson Dunn is relying to a material degree on this
Certificate in rendering that opinion. On behalf of the Company and the
Subsidiary Guarantors, we hereby authorize such reliance. 


                    3.
We have asked such questions regarding the meaning of any of the provisions of
this Certificate as we have considered necessary. 


                    4.
Prior to the date hereof, the Company and each of the Company Subsidiaries have
delivered to Gibson Dunn true and correct copies of the most-current formation
documents and by-laws or operating agreements, as applicable, for the Company
and each of the Subsidiary Guarantors, including all amendments and
restatements, and such documents have not been amended or otherwise modified
since the date shown on the face of such documents or the most recent such
amendment or restatement. 


                    5.
Prior to the date hereof, the Company and each of the Subsidiary Guarantors
have delivered to Gibson Dunn copies of all resolutions and other similar
action passed by the respective board of directors or board of managers, as
applicable, of the Company and each of the Subsidiary Guarantors relating to
the transactions contemplated by the Credit Agreement. None of the Company and
the Company Subsidiaries that are limited liability companies have been
dissolved by a vote of its members. 





                    6.
To the best of our knowledge, each of the Company and the Subsidiary Guarantors
is engaged, directly or through a wholly-owned subsidiary or subsidiaries, in
the business of fragrance, color cosmetics and skin and body care (the “Principal Business”)
and does not hold itself out as being engaged in any other business. All
subsidiaries of the Company or any Subsidiary Guarantor that are not
wholly-owned are immaterial, and neither the Company nor any Subsidiary
Guarantor owns any significant amount of securities or other financial assets,
other than demand deposits, U.S. money market funds and stock of wholly-owned
subsidiaries engaged in the Principal Business. As used in the preceding
sentence, a “wholly-owned subsidiary” of the Company or a Subsidiary Guarantor
is a company of which at least 95% of the securities entitled to vote in the
election of directors are held by the Company or such Subsidiary Guarantor or
by a wholly-owned subsidiary of the Company or such Subsidiary Guarantor or if
such company does not have a board of directors, the sole power to otherwise
direct or cause the direction of the management and policies of such company is
possessed by the Company or such Subsidiary Guarantor or a wholly-owned
subsidiary of the Company or such Subsidiary Guarantor. 


                    7.
To the best of our knowledge, each and all of the representations and
warranties as to factual matters relating to the Company and the Subsidiary
Guarantors contained in the Financing Documents are true and correct in all
material respects as of the date of such agreement and as of the date hereof. 


                    8.
To the best of our knowledge, less than 25% of the value of the assets of the
Company and the Company Subsidiaries, taken as a whole, or of any of the
Company and any of the Company Subsidiaries, individually subject to the
negative covenants of the Credit Agreement consist of “margin stock” within the
meaning of Regulation U of the Board of Governors of the Federal Reserve
System. None of the proceeds of the loans and other extensions of credit made
under the Credit Agreement will be used, directly or indirectly, to make loans
to any person that will be secured by margin stock or will have the benefit of
any arrangement restricting the disposition or pledge of margin stock. 


                    9.
To the best of our knowledge, there are no agreements or understandings between
or among the Agent, the Lenders, the Company, the Subsidiary Guarantors or
third parties that would expand, modify or otherwise affect the terms of the
Financing Documents referred to in the GDC Opinion or the respective rights or
obligations of the parties thereunder. 


Capitalized
terms used herein and not defined herein have the meanings given to such terms
in the Credit Agreement. This Certificate may be executed in two or more
counterparts. A copy of this Certificate executed and delivered by facsimile or
email transmission shall be valid for all purposes.





          IN
WITNESS WHEREOF, the undersigned have executed this Certificate as of April 2,
2013.


	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name: Sérgio
 Pedreiro

 	
  

 
	
  

 	
 Title: Chief
 Financial Officer

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name: Jules
 Kaufman

 	
  

 
	
  

 	
 Title:
 General Counsel

 	
  

 









EXHIBIT C TO

CREDIT AGREEMENT


[FORM OF] SUBSIDIARY GUARANTEE


          SUBSIDIARY
GUARANTEE, dated as of ______________ (this “Guarantee”), made by
_______________________, a ________________________ (the “Guarantor”
together with the other Guarantors referred to in the Credit Agreement, the “Guarantors”),
in favor of JPMORGAN CHASE BANK, N.A. as administrative agent (in such
capacity, the “Administrative Agent”) under the Credit Agreement, dated
as of April 2, 2013 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among COTY INC. (the “Borrower”),
the agents named therein, the Administrative Agent and the Lenders (as defined
in the Credit Agreement).


W I T N E S S E T H:


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


          WHEREAS,
the Borrower is a member of an affiliated group of corporations that includes
the Guarantors;


          WHEREAS,
the proceeds of the Loans and other extensions of credit will be used in part
to enable the Borrower to make valuable transfers to the Guarantors in
connection with the operation of their businesses;


          WHEREAS,
the Guarantors and the Borrower are engaged in related businesses, and the
Guarantors will derive substantial direct and indirect benefit from the making
of the Loans and other extensions of credit; and


          WHEREAS,
it is a condition precedent to the obligation of the Lenders to make their
respective Loans and other extensions of credit to the Borrower under the
Credit Agreement that the Guarantors and the other Subsidiary Guarantors
referred to in the Credit Agreement shall have executed and delivered to the
Administrative Agent, for the ratable benefit of the Lenders, a guarantee
agreement (each, including this Guarantee, a “Subsidiary Guarantee”).


          NOW,
THEREFORE, in consideration of the premises and to induce the Administrative
Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make their respective Loans and other extensions of credit to the
Borrower under the Credit Agreement, the Guarantors hereby agree with the
Administrative Agent, for the ratable benefit of the Lenders, as follows:


          1.
Defined Terms. (a) Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.


          (b)
As used herein, “Obligations” means the collective reference to the
unpaid principal of and interest on the Loans and Reimbursement Obligations and
all other obligations and liabilities of the Borrower to the Administrative
Agent or the Lenders (including, without limitation, interest accruing at the
then applicable rate provided in the Credit Agreement after the maturity
of the Loans or Reimbursement Obligations and interest accruing at the then
applicable rate provided in the Credit






2


Agreement after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), whether
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter incurred, which may arise under, out of, or in connection with,
the Credit Agreement, the other Loan Documents or any other document made,
delivered or given in connection therewith, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise (including, without limitation, all fees and disbursements of counsel
to the Administrative Agent or to the Lenders that are required to be paid by
the Borrower, the Guarantors, or any other Subsidiary Guarantor pursuant to the
terms of the Credit Agreement, this Guarantee, any other Subsidiary Guarantee
or any other Loan Document). 


          (c)
As used herein, “Commodity Exchange Act” means the Commodity Exchange
Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


          (d)
As used herein, “Excluded Swap Obligation” means, with respect to any
Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guarantee of such Guarantor of such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the
application or official interpretation of any thereof) by virtue of such
Guarantor’s failure to constitute an “eligible contract participant,” as
defined in the Commodity Exchange Act and the regulations thereunder, at the
time the guarantee (or grant of such security interest by, as applicable) of
such Guarantor becomes or would become effective with respect to such Swap
Obligation. If a Swap Obligation arises under a master agreement governing more
than one Swap, such exclusion shall apply only to the portion of such Swap
Obligation that is attributable to Swaps for which such guarantee or security
interest is or becomes illegal.


          (e)
As used herein, “Qualified ECP Guarantor” means, in respect of any Swap
Obligation, each Loan Party that, at the time the relevant guarantee (or grant
of security interest, as applicable) becomes or would become effective with
respect to such Swap Obligation, has total assets exceeding $10,000,000 or such
other person as constitutes an “eligible contract participant” under the
Commodity Exchange Act or any regulations promulgated thereunder and can cause
another person to qualify as an “eligible contract participant” with respect to
such Swap Obligation at such time by entering into a keepwell under Section
1a(18)(A)(v)(II) of the Commodity Exchange Act.


          (f)
As used herein, “Swap” means, with respect to any agreement, contract or
transaction that constitutes a “swap” within the meaning of section 1a(47) of
the Commodity Exchange Act.


          (g)
As used herein, “Swap Obligation” means, with respect to any person, any
obligation to pay or perform under any Swap.


          (h)
The words “hereof,” “herein” and “hereunder” and words of similar import when
used in this Guarantee shall refer to this Guarantee as a whole and not to any
particular provision of this Guarantee, and section and paragraph references
are to this Guarantee unless otherwise specified.


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


          2.
Guarantee (a) Subject to the provisions of paragraph (b), each Guarantor
hereby unconditionally and irrevocably guarantees to the Administrative Agent,
for the ratable benefit of the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrower when due (whether at the stated maturity, by
acceleration or 






3

otherwise) of the Obligations
(excluding, with respect to any Guarantor, any Excluded Swap Obligations of
such Guarantor).


          (b)
Anything herein or in any other Loan Document to the contrary notwithstanding,
the maximum liability of each Guarantor hereunder and under the other Loan
Documents shall in no event exceed the amount which can be guaranteed by such
Guarantor under applicable laws relating to the insolvency of debtors.


          (c)
Each Guarantor further agrees to pay any and all expenses (including, without
limitation, all fees and disbursements of counsel) which may be paid or
incurred by the Administrative Agent or any Lender in enforcing, or obtaining
advice of counsel in respect of, any rights with respect to, or collecting, any
or all of the Obligations and/or enforcing any rights with respect to, or
collecting against, such Guarantor under this Guarantee. This Guarantee shall
remain in full force and effect until the Obligations are paid in full and the
Commitments are terminated, notwithstanding that from time to time prior
thereto the Borrower may be free from any Obligations.


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


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


          (f)
Each Guarantor agrees that whenever, at any time, or from time to time, it
shall make any payment to the Administrative Agent or any Lender on account of
its liability hereunder, it will notify the Administrative Agent in writing
that such payment is made under this Guarantee for such purpose.


          (g)
Each Qualified ECP Guarantor hereby jointly and severally absolutely,
unconditionally and irrevocably undertakes to provide such funds or other
support as may be needed from time to time by each other Loan Party to honor
all of its obligations under this Guarantee in respect of Swap Obligations
(provided, however, that each Qualified ECP Guarantor shall only be liable
under this Section 2 for the maximum amount of such liability that can be
hereby incurred without rendering its obligations under this Section 2, or
otherwise under this Guarantee, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount).
The obligations of each Qualified ECP Guarantor under this Section 2 shall
remain in full force and effect until the Obligations are paid in full and the
Commitments are terminated, notwithstanding that from time to time prior
thereto the Borrower may be free from any Obligations. Each Qualified ECP Guarantor
intends that this Section 2 constitute, and this Section 2 shall be deemed to
constitute, a “keepwell, support, or other agreement” for the benefit of each
other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


          3.
Right of Contribution. Each Guarantor hereby agrees that, to the extent
that any Subsidiary Guarantor shall have paid more than its proportionate share
of any payments made in respect of the Subsidiary Guarantees, such Subsidiary
Guarantor shall be entitled to seek and receive contribution 






4

from and against the
Guarantors hereunder. Each Subsidiary Guarantor’s right of contribution shall
be subject to the terms and conditions of Section 5 hereof. The provisions of
this Section shall in no respect limit the obligations and liabilities of any
Subsidiary Guarantor to the Administrative Agent and the Lenders, and each
Subsidiary Guarantor shall remain liable to the Administrative Agent and the
Lenders for the full amount guaranteed by such Subsidiary Guarantor under its
Subsidiary Guarantee.


          4.
Right of Set-off. Each Guarantor hereby irrevocably authorizes the
Administrative Agent and each Lender at any time and from time to time without
notice to any Guarantor or any other guarantor, any such notice being expressly
waived by each Guarantor, to set-off and appropriate and apply any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by the Administrative Agent or such Lender
to or for the credit or the account of such Guarantor, or any part thereof in
such amounts as the Administrative Agent or such Lender may elect, against and
on account of the obligations and liabilities of such Guarantor to the
Administrative Agent or such Lender hereunder and claims of every nature and
description of the Administrative Agent or such Lender against such Guarantor,
in any currency, whether arising hereunder, under the Credit Agreement, any
Loan Documents or otherwise, as the Administrative Agent or such Lender may
elect, whether or not the Administrative Agent or any Lender has made any demand
for payment and although such obligations, liabilities and claims may be
contingent or unmatured. The Administrative Agent and each Lender shall notify
such Guarantor promptly of any such set-off and the application made by the
Administrative Agent or such Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of the Administrative Agent and each Lender under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Administrative Agent or such Lender may have.


          5.
No Subrogation. Notwithstanding any payment or payments made by any of
the Subsidiary Guarantors under any Subsidiary Guarantee or any set-off or
application of funds of any of the Subsidiary Guarantors by any Lender, the
Guarantors shall not be entitled to be subrogated to any of the rights of the
Administrative Agent or any Lender against the Borrower or any Subsidiary
Guarantor or other guarantor or any collateral security or guarantee or right
of offset held by the Administrative Agent or any Lender for the payment of the
Obligations, nor shall the Guarantors seek or be entitled to seek any
contribution or reimbursement from the Borrower or any Subsidiary Guarantor or
other guarantor in respect of payments made by any Guarantor hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the Borrower
on account of the Obligations are paid in full and the Commitments are terminated.
If any amount shall be paid to any Guarantor on account of such subrogation
rights at any time when all of the Obligations shall not have been paid in full
or the Commitments shall not have been terminated, such amount shall be held by
such Guarantor in trust for the Administrative Agent and the Lenders,
segregated from other funds of such Guarantor, and shall, forthwith upon
receipt by such Guarantor, be turned over to the Administrative Agent in the
exact form received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as the Administrative Agent may
determine.


          6.
Amendments, etc. with respect to the Obligations; Waiver of Rights. The
Guarantors shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the Guarantors and without notice to or further
assent by the Guarantors, any demand for payment of any of the Obligations made
by the Administrative Agent or any Lender may be rescinded by such party and
any of the Obligations continued, and the Obligations, or the liability of any
other party upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, 






5

waived, surrendered or
released by the Administrative Agent or any Lender, and the Credit Agreement,
and the other Loan Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Administrative Agent (or the Required Lenders, as the
case may be) may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by the Administrative Agent or
any Lender for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Administrative Agent nor any Lender shall
have any obligation to protect, secure, perfect or insure any Lien at any time
held by it as security for the Obligations or for this Guarantee or any
property subject thereto. When making any demand hereunder against any Guarantor,
the Administrative Agent or any Lender may, but shall be under no obligation
to, make a similar demand on the Borrower or any other Subsidiary Guarantor or
other guarantor, and any failure by the Administrative Agent or any Lender to
make any such demand or to collect any payments from the Borrower or other
Subsidiary Guarantor or other guarantor or any release of the Borrower or other
Guarantor or other guarantor shall not relieve the Guarantors of their
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative
Agent or any Lender against the Guarantors. For the purposes hereof “demand”
shall include the commencement and continuance of any legal proceedings.


          7.
Guarantee Absolute and Unconditional. The Guarantors waive any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Administrative Agent or any Lender
upon this Guarantee or acceptance of this Guarantee, the Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon this
Guarantee; and all dealings between the Borrower and any of the Guarantors, on
the one hand, and the Administrative Agent and the Lenders, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon this Guarantee. The Guarantors waive diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Borrower or any of the other Subsidiary Guarantors or other guarantors with
respect to the Obligations. The Guarantors understand and agree that this
Guarantee shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity, regularity or
enforceability of the Credit Agreement, or any other Loan Document, any of the
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrower against the Administrative Agent or
any Lender, or (c) any other circumstance whatsoever (with or without notice to
or knowledge of the Borrower, any Subsidiary Guarantor or other guarantor)
which constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower for the Obligations, of any Subsidiary Guarantor
under its Subsidiary Guarantee, or of any other guarantor, in bankruptcy or in
any other instance. When pursuing its rights and remedies hereunder against the
Guarantors, the Administrative Agent and any Lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the
Borrower, any other Subsidiary Guarantor, any other guarantor or any other
Person or against any collateral security or guarantee for the Obligations or
any right of offset with respect thereto, and any failure by the Administrative
Agent or any Lender to pursue such other rights or remedies or to collect any
payments from the Borrower, other Subsidiary Guarantor or other guarantor or
other Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of the Borrower, other
Subsidiary Guarantor or other guarantor or other Person or any such collateral
security, guarantee or right of offset, shall not relieve the Guarantors of any
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative
Agent and the Lenders against the Guarantors. This Guarantee shall remain in
full force and effect and be binding in accordance with and to the extent of
its terms upon the Guarantors and the respective successors and assigns thereof,
and shall inure to the benefit of the Administrative Agent and the Lenders, 






6

and their respective
successors, indorsees, transferees and assigns, until all the Obligations and
the obligations of the Guarantors under this Guarantee shall have been satisfied
by payment in full and the Commitments shall be terminated, notwithstanding
that from time to time during the term of the Credit Agreement the Borrower may
be free from any Obligations.


          8.
Reinstatement. This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned
by the Administrative Agent or any Lender upon the insolvency, bankruptcy,
administration, dissolution, liquidation or reorganization of the Borrower or
any Subsidiary Guarantor or other guarantor, or upon or as a result of the
appointment of a receiver, administrative receiver, administrator, intervenor
or conservator of, or trustee or similar officer for, the Borrower or any
Subsidiary Guarantor or other guarantor or any substantial part of the property
of the Borrower, Subsidiary Guarantor or other guarantor, or otherwise, all as
though such payments had not been made.


          9.
Payments. The Guarantors hereby guarantee that payments hereunder will
be paid to the Administrative Agent without set-off or counterclaim in the
relevant currency at the Administrative Office specified by the Administrative
Agent.


          10.
Representations and Warranties. Each Guarantor hereby represents and
warrants that each of the representations and warranties made in Article III of
the Credit Agreement is true and correct. Each Guarantor agrees that the
foregoing representations and warranties shall be deemed to have been made by
such Guarantor on the date of each borrowing by the Borrower under the Credit
Agreement on and as of such date of borrowing as though made hereunder on and
as of such date.


          11.
[Intentionally Omitted]


          12.
Authority of Administrative Agent. The Guarantors acknowledge that the
rights and responsibilities of the Administrative Agent under this Guarantee
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Guarantee shall, as between the Administrative Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Guarantors, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and the Guarantors shall not be
under any obligation, or entitlement, to make any inquiry respecting such
authority.


          13.
Notices. All notices, requests and demands to or upon the Administrative
Agent, any Lender or the Guarantors to be effective shall be in writing (or by
telex, fax or similar electronic transfer confirmed in writing) and shall be
deemed to have been duly given or made when delivered by hand or if given by
mail, when deposited in the mails by certified mail, return receipt requested,
or if by telex, fax or similar electronic transfer, when sent and receipt has
been confirmed, addressed as follows:


          (b)
if to the Administrative Agent or any Lender, at its address or transmission
number for notices provided in Section 9.01 of the Credit Agreement; and


          (c)
if to a Guarantor, at its address or transmission number for notices set forth
under its signature below.


          The
Administrative Agent, each Lender and each Guarantor may change its address and
transmission numbers for notices by notice in the manner provided in this
Section.






7

          14.
Severability. Any provision of this Guarantee which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


          15.
Integration. This Guarantee represents the agreement of the Guarantors
with respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the subject
matter hereof not reflected herein.


          16.
Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the
terms or provisions of this Guarantee may be waived, amended, supplemented or
otherwise modified except by a written instrument executed in accordance with
Section 9.02 of the Credit Agreement.


          (b)
Neither the Administrative Agent nor any Lender shall by any act (except by a
written instrument pursuant to paragraph 16(a) hereof), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default or in any breach of any
of the terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion.


          (c)
The rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any other rights or remedies provided
by law.


          17.
Section Headings. The section headings used in this Guarantee are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.


          18.
Successors and Assigns. This Guarantee shall be binding upon each
Guarantor’s successors and assigns and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns.


          19.
Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Guarantee shall be construed in accordance with and governed by the law of the
State of New York.


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






8

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


          (d)
Each Guarantor agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to CT Corporation
System Inc. at its address at 1633 Broadway, New York, New York 10019, or to
the Guarantor at the address set forth underneath its signature hereinbelow and
agrees that nothing herein shall affect the right of the Administrative Agent
or any Lender to effect service of process in any other manner permitted by
law.


          20.
(a) Each Guarantor’s obligations hereunder to make payments in a specified
currency (the “Obligation Currency”) shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by the
Administrative Agent or a Lender of the full amount of the Obligation Currency expressed
to be payable to the Administrative Agent or such Lender under this Guarantee.
If, for the purpose of obtaining or enforcing judgment against any Guarantor in
any court or in any jurisdiction, it becomes necessary to convert into or from
any currency other than the Obligation Currency (such other currency being
hereinafter referred to as the “Judgment Currency”) an amount due in the
Obligation Currency, the conversion shall be made, at the rate of exchange (as
quoted by the Administrative Agent or if the Administrative Agent does not
quote a rate of exchange on such currency, by a known dealer in such currency
designated by the Administrative Agent) determined, in each case, as of the
Business Day immediately preceding the date on which the judgment is given
(such Business Day being hereinafter referred to as the “Judgment Currency
Conversion Date”).


          (b)
If there is a change in the rate of exchange prevailing between the Judgment
Currency Conversion Date and the date of actual payment of the amount due, each
Guarantor covenants and agrees to pay, or cause to be paid, such additional
amounts, if any (but in any event not a lesser amount), as may be necessary to
ensure that the amount paid in the Judgment Currency, when converted at the
rate of exchange prevailing on the date of payment, will produce the amount of
the Obligation Currency which could have been purchased with the amount of
Judgment Currency stipulated in the judgment or judicial award at the rate of
exchange prevailing on the Judgment Currency Conversion Date.


          (c)
For purposes of determining any rate of exchange or currency equivalent for
this Section, such amounts shall include any premium and costs payable in
connection with the purchase of the Obligation Currency.


          21.
WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
GUARANTEE, (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT THE PARTIES TO THE CREDIT AGREEMENT HAVE BEEN
INDUCED TO ENTER INTO THE CREDIT AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS
AND CERTIFICATIONS IN THIS SECTION.






          IN
WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.


	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF GUARANTOR]

 
	
  

 	
  

 	
  

 
	
  

 	
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 Address for Notices:

 
	
  

 	
  

 	
  

 
	
  

 	
 Fax: 

 









EXHIBIT D TO

CREDIT AGREEMENT


[FORM OF] AFFILIATE SUBORDINATED NOTE


	
  

 	
  

 
	
 [AMOUNT]

 	
 New
 York, New York

 
	
  

 	
 [DATE]

 



                    ___________________,
a ___________________ (the “Obligor”), hereby promises to pay to the
order of ___________________, a ___________________ on [INSERT DATE NO EARLIER
THAN ONE YEAR AFTER FINAL MATURITY OF FACILITIES AT TIME OF ISSUANCE OF
AFFILIATE SUBORDINATED NOTE] the principal amount of [AMOUNT IN WORDS] ([AMOUNT
IN NUMBERS]) in lawful money of [COUNTRY]. Terms defined in the Credit Agreement
referred to below are used herein with the meanings set forth in such Credit
Agreement unless otherwise defined herein.


                    Interest
on the principal amount hereof at a rate per annum equal to [IF RATE DOES NOT
EXCEED [LIBOR (as defined below) plus the Applicable Rate plus
1/2 %] OR THE FIXED RATE EQUIVALENT AT THE TIME OF ISSUANCE, THE RATE MAY BE
SET WITHOUT ADMINISTRATIVE AGENT CONSENT, WHICH MUST OTHERWISE BE OBTAINED],
shall be payable quarterly in arrears in cash on the fifth day after the end of
each of the fiscal quarters of each fiscal year of the Obligor (or, if any such
day is not a Business Day, the next succeeding Business Day), beginning on
_______________. The Obligor and the Payee may agree that all or a portion of
such interest shall not be paid in cash and shall instead be added to the
principal amount of this Affiliate Subordinated Note.


                    The
Obligor agrees (a) to notify the Payee promptly in writing of each incurrence
of Indebtedness (other than Indebtedness under the Credit Agreement) by the
Obligor or any of its Subsidiaries in a principal amount in excess of
US$100,000,000 (or the equivalent in any other currency), and (b) not to incur
Indebtedness (other than (x) indebtedness permitted pursuant to Section 6.2 of
the Credit Agreement and (y) Indebtedness of the Borrower and its Subsidiaries
not otherwise permitted pursuant to Section 6.2 of the Credit Agreement in an
aggregate principal amount not exceeding $50,000,000 at any one time) without
the consent of the Payee.


                    Notwithstanding
anything to the contrary herein, no payment or prepayment of principal of or
interest on this Affiliate Subordinated Note may be made, directly or
indirectly, if (a) a Default or Event of Default shall have occurred and be
continuing or would result therefrom or (b) at any time, any Person that is not
a Permitted Holder (as defined below) at such time shall be a holder of all or
any portion of the obligations of the Borrower evidenced hereby. Subject to the
preceding sentence, (a) payments of principal of and interest on this Affiliate
Subordinated Note shall be made in immediately available funds to such account
of the Payee as the Payee may designate in writing and (b) the Obligor may
prepay all or any Part of this Affiliate Subordinated Note, together with
accrued interest on the amount prepaid, to the extent permitted by the Credit
Agreement. If any payment hereunder becomes due and payable on a day other than
a business day, the due date thereof shall be extended to the next succeeding
business day.


                    The
Subordinated Indebtedness (as defined below) evidenced hereby is subordinate
and junior in right of payment to all the Senior Indebtedness (as defined
below) to the extent and in the manner provided herein.


                    As
used herein, the following tams shall have the following meanings:






2

                    “Administrative
Agent” shall men the “Administrative Agent” referred to in the Credit
Agreement.


                    “Credit
Agreement” shall mean the Credit Agreement, dated as of April 2, 2013 (as
amended, supplemented or otherwise modified from time to time), among the
Borrower, the Lenders, agents parties thereto, and JPMorgan Chase Bank, N.A, as
Administrative Agent; provided that in the case of clause (b) of the
third paragraph of this Affiliate Subordinated Note, “Credit Agreement” shall
mean such Credit Agreement as amended only through the date of this Affiliate
Subordinated Note.


                    [“LIBOR”
shall mean, during any fiscal quarter of the Obligor, the British Bankers
Association LIBOR Rate from the relevant page of the Reuters screen, as
published by Reuters (or any successor or substitute page of Reuters, or any
successor to or substitute for Reuters for purposes of providing rate
quotations of interest rates comparable to those currently provided on such
page of Reuters, as determined by the Obligor) at approximately 11.00 a.m.,
London time, on the business day immediately preceding the last business day of
the immediately preceding fiscal quarter of the Obligor, as the rate for
deposits in with a maturity of three months.]


                    “Permitted
Holders” shall mean any Person Controlled by one or more members of the
Owner Group.


                    “Senior
Creditors” shall mean the collective reference to the Lenders and the
Administrative Agent.


                    “Senior
Indebtedness” shall mean (a) the principal amount of all loans and
guarantee obligations from time to time outstanding or owing under the Credit
Agreement and the other Loan Documents executed and delivered by the Obligor
pursuant thereto, together with interest thereon (including, without
limitation, any interest subsequent to the filing by or against the Obligor of any
bankruptcy, reorganization or similar proceeding, whether or not such interest
would constitute an allowed claim in any such proceeding, calculated at the
rate set forth for overdue loans in the Credit Agreement) and all fees and
expenses owing under the Credit Agreement and the other Loan Documents and (b)
all other obligations of the Obligor to the Senior Creditors under the Credit
Agreement and the other Loan Documents.


                    “Subordinated
Indebtedness” shall mean the principal amount of this Affiliate
Subordinated Note from time to time outstanding and unpaid, together with
accrued and unpaid interest thereon and any fees, expenses or other amounts of
any kind whatsoever from time to time owing hereunder.


                    Payment
of the Subordinated Indebtedness is and shall be expressly subordinate and
junior in right of payment to the prior payment in full in cash of the Senior
Indebtedness to the extent and in the manner set forth herein, and the
Subordinated Indebtedness is hereby so subordinated as a claim against the
Obligor or any of the assets of the Obligor, whether such claim be (i) in the
event of any distribution of the assets of the Obligor upon any voluntary or
involuntary dissolution, winding-up, total or partial liquidation or
reorganization, or bankruptcy, insolvency, receivership or other statutory or
common law proceedings or arrangements involving the Obligor or the
readjustment of its liabilities or any assignment for the benefit of creditors
or any marshalling of its assets or liabilities (collectively called a “Reorganization”),
or (ii) other than in connection with a Reorganization, to the prior payment in
full in cash of the Senior Indebtedness.






3

                    If
the holder hereof shall receive any payment in violation of the terms hereof it
shall hold such payment in trust for the benefit of the Senior Creditors and
forthwith pay it over to the Administrative Agent, ratably according the
respective amounts of Senior Indebtedness outstanding or owing under the Credit
Agreement and the other Loan Documents, for application to and payment of the
Senior Indebtedness.


                    In
the event of any Reorganization relative to the Obligor or its properties, then
all of the Senior Indebtedness shall first be paid in full in cash before any
payment is made upon the Subordinated Indebtedness, and in any such proceedings
any payment or distribution of any kind or character, whether in cash or
property or securities, which may be payable or deliverable in respect of this
Affiliate Subordinated Note shall be paid or delivered directly to the
Administrative Agent, for application in payment of the Senior Indebtedness,
unless and until all such Senior Indebtedness is paid in full in cash, and the
holder hereof hereby irrevocably authorizes the Administrative Agent, as
attorney-in-fact for such holder, to prove any claiming such proceedings on the
Subordinated Indebtedness, and to demand, sue for, collect and receive any such
payment or distribution, and to apply such payment or distribution to the
payment of the then unpaid Senior Indebtedness, and to take such other action
(including acceptance or rejection of any plan of Reorganization) in the name
of such holder or of the relevant Senior Creditors as the Administrative Agent
may deem necessary or advisable for the enforcement of the provisions hereof
The holder hereof shall execute and deliver such other and further powers of
attorney, assignments, proofs of claim or other instruments as may be requested
by the Administrative Agent in order to accomplish the foregoing, but only with
respect to such holder’s capacity as a holder hereof and not in respect of any
other relationship between such holder and the Obligor.


                    In
the event that, notwithstanding the foregoing, upon, any such Reorganization,
any payment or distribution of the assets of the Obligor of any kind or
character, whether in cash, property or securities, shall be received by the
holder hereof in respect of this Affiliate Subordinated Note before all Senior
Indebtedness is paid in full in cash, such payment or distribution shall be
held in trust for the Senior Creditors and shall forthwith be paid over to the
Administrative Agent for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in
full in cash, after giving effect to any concurrent payment or distribution to
the Administrative Agent.


                    The
holder hereof agrees that, until the Senior Indebtedness has been paid in full
in cash, (a) if a Default or Event of Default shall have occurred and be
continuing or would result therefrom, or if a Reorganization shall have
commenced, it will not take, demand or receive, or take any action to
accelerate or collect, any payment of all or any part of the Subordinated
Indebtedness and (b) it will not file, join in or facilitate any petition or
proceeding seeking the involuntary bankruptcy of the Obligor.


                    The
Senior Creditors, or any of them, may, at any time and from time to time,
without the consent of or notice to the holder of this Affiliate Subordinated
Note, without incurring any responsibility to such holder, and without
impairing or releasing any of the rights of any of the Senior Creditors, or any
of the obligations of such holder:


                    (a)
change the amount or terms of or renew or extend any Senior Indebtedness or
amend the Credit Agreement or the other Loan Documents, as the can may be, in
any manner or enter into or amend in any manner any other agreement relating to
any Senior Indebtedness ;


                    (b)
release anyone liable in any manner for the payment or collection of any Senior
Indebtedness; and






4

                    (c)
exercise or refrain from exercising any rights against the Obligor and others
(including the holder hereof).


                    The
holder of this Affiliate Subordinated Note hereby waives notice of or proof of
reliance by any Senior Creditor upon the provisions hereof and the Senior Indebtedness
shall conclusively be deemed to have been created, contracted, incurred or
maintained in reliance upon the provisions hereof.


                    The
Obligor hereby waives diligence, presentment, demand, protest and notice of any
kind whatsoever. The nonexercise by the holder of this Affiliate Subordinated
Note of any of its rights hereunder in any particular instance shall not
constitute a waiver thereof in that or any subsequent instance.


                    The
subordination provisions contained herein are for the benefit of the Senior
Creditors and their respective successors and assigns and may not be rescinded
or cancelled or modified in anyway without the prior written consent of the
Administrative Agent.


                    Each
of the Payee and the Obligor confirms that this Affiliate Subordinated Note
constitutes the entire contract among the parties relating to the subject
matter hereof and supersedes any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.


                    Neither
this Affiliate Subordinated Note nor any interest therein shall be transferred
or assigned without the prior written consent of the Administrative Agent,
provided that any such transfer or assignment to a Permitted Holder shall be
permitted without such consent so long as the transferee or assignee
acknowledges, in a written notice to the Administrative Agent, that it is
subject to the subordination provisions contained herein.






5

                    THIS
AFFILIATE SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 [OBLIGOR]

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acknowledged and Agreed:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 [NAME OF HOLDER]

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 	
  

 	
  

 










EXHIBIT E-1 TO

CREDIT AGREEMENT


FORM OF

U.S. TAX CERTIFICATE


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


                    Reference
is hereby made to the Credit Agreement dated as of April 2, 2013 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among COTY INC., a Delaware corporation (the “Borrower”), JPMORGAN CHASE
BANK, N.A., as administrative agent, and each Lender from time to time party
thereto. 


                    Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record and beneficial owner of the
Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it
is providing this certificate, (ii) it is not a bank within the meaning of
Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of
the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is
not a controlled foreign corporation related to the Borrower as described in
Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any
Loan Document are effectively connected with the undersigned’s conduct of a
U.S. trade or business.


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


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


	
  

 	
  

 	
  

 
	
 [NAME OF LENDER]

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
   Name: 

 	
  

 
	
  

 	
   Title: 

 	
  

 
	
 
Date: ________ __, 20[  ]

 









EXHIBIT E-2 TO

CREDIT AGREEMENT


FORM OF 

U.S. TAX
CERTIFICATE


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


                    Reference
is hereby made to the Credit Agreement dated as of April 2, 2013 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among COTY INC., a Delaware corporation (the “Borrower”), JPMORGAN CHASE
BANK, N.A., as administrative agent, and each Lender from time to time party
thereto.


                    Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record and beneficial owner of the
participation in respect of which it is providing this certificate, (ii) it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is
not a ten percent shareholder of the Borrower within the meaning of Section
871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code, and
(v) no payments in connection with any Loan Document are effectively connected
with the undersigned’s conduct of a U.S.
trade or business.


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


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


	
  

 	
  

 	
  

 
	
 [NAME OF PARTICIPANT]

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
   Name: 

 	
  

 
	
  

 	
   Title: 

 	
  

 
	
 
Date: ________ __, 20[  ]

 









EXHIBIT E-3 TO

CREDIT AGREEMENT


FORM OF 

U.S. TAX
CERTIFICATE


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


                    Reference
is hereby made to the Credit Agreement dated as of April 2, 2013 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among COTY INC., a Delaware corporation (the “Borrower”), JPMORGAN CHASE
BANK, N.A., as administrative agent, and each Lender from time to time party
thereto. 


                    Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record owner of the participation in
respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such participation, (iii)
with respect to such participation, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a
loan agreement entered into in the ordinary course of its trade or business
within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct
or indirect partners/members is a ten percent shareholder of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to the
Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments
in connection with any Loan Document are effectively connected with the
undersigned’s or its direct or indirect partners/members’ conduct of a U.S.
trade or business.


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


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


	
  

 	
  

 	
  

 
	
 [NAME OF PARTICIPANT]

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	
   Name: 

 	
  

 
	
  

 	
   Title: 

 	
  

 
	
 
Date: ________ __, 20[  ]

 









 EXHIBIT E-4 TO

CREDIT AGREEMENT


FORM OF

U.S. TAX
CERTIFICATE


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


                    Reference
is hereby made to the Credit Agreement dated as of April 2, 2013 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among COTY INC., a Delaware corporation (the “Borrower”), JPMORGAN CHASE
BANK, N.A., as administrative agent, and each Lender from time to time party
thereto.


                    Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record owner of the Loan(s) (as well
as any Note(s) evidencing such Loan(s)) in respect of which it is providing
this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such Loan(s) (as well as any Note(s) evidencing such
Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit
Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a
loan agreement entered into in the ordinary course of its trade or business
within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct
or indirect partners/members is a ten percent shareholder of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to the
Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments
in connection with any Loan Document are effectively connected with the
undersigned’s or its direct or indirect partners/members’ conduct of a U.S.
trade or business.


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


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


	
  

 	
  

 	
  

 
	
 [NAME OF LENDER]

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	
   Name: 

 	
  

 
	
  

 	
   Title: 

 	
  

 
	
 
Date: ________ __, 20[  ]