Fifth Amendment



 Exhibit 10.4 
 FIFTH AMENDMENT 
 Dated as of September 28, 2011 

TO CREDIT AGREEMENT 
 Dated as of February 16, 2007 
 among 

BRIGHTPOINT, INC. 

and 
 CERTAIN OF
ITS SUBSIDIARIES IDENTIFIED HEREIN, 
 as the Borrowers, 
 CERTAIN OF ITS SUBSIDIARIES IDENTIFIED HEREIN, 
 as the Guarantors, 

BANK OF AMERICA, N.A., 
 as Administrative Agent, Swing Line Lender and L/C Issuer 
 and 

THE OTHER LENDERS PARTY HERETO 
 Arranged By: 
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

 as Sole Lead Arranger and Sole Book Manager 







 FIFTH AMENDMENT 
 THIS FIFTH AMENDMENT (this “Amendment”) dated as of September 28, 2011 to the Credit Agreement referenced below is by and among BRIGHTPOINT, INC., an Indiana corporation (the
“Parent”), BRIGHTPOINT NORTH AMERICA L.P., a Delaware limited partnership (“Bright North America”), BRIGHTPOINT HOLDINGS B.V., a Netherlands company (“Bright Netherlands”), BRIGHTPOINT AUSTRALIA
PTY. LTD., an Australian company (“Bright Australia”), BRIGHTPOINT EUROPE ApS, a Danish company (“Bright Denmark”; together with the Parent, Bright North America, Bright Netherlands and Bright Australia,
collectively, the “Borrowers”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the
“Administrative Agent”). 
 W I T N E S S E T H 

WHEREAS, revolving credit and term loan facilities have been extended to the Borrowers pursuant to the Credit Agreement (as amended,
modified, supplemented, increased and extended from time to time, the “Credit Agreement”) dated as of February 16, 2007 among the Borrowers, the Guarantors identified therein, the Lenders identified therein and the
Administrative Agent; 
 WHEREAS, the Borrowers have requested certain modifications to the Credit Agreement; and 

WHEREAS, all of the Lenders have approved the requested modifications on the terms and conditions set forth herein. 

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms used herein but not
otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 
 2. Increase in Aggregate
Revolving Commitments. The Aggregate Revolving Commitments are increased to $500,000,000. The Revolving Commitment of each Lender as of the date hereof is amended to equal the amount set forth opposite such Lender’s name on Schedule
2.01 of the Credit Agreement attached hereto as Exhibit A. Immediately after giving effect to the increase of the Aggregate Revolving Commitments and the amendment of the amount of each Lender’s Revolving Commitment as set forth on
Schedule 2.01 of the Credit Agreement attached hereto as Exhibit A, each Lender (including each New Lender) is deemed to have purchased from (x) each L/C Issuer a risk participation in each outstanding Letter of Credit issued by
such L/C Issuer in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit and (y) each Swing Line Lender a risk participation in each outstanding Swing Line Loan made by such
Swing Line Lender in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. 
 3. Amendments to Credit Agreement. 







 3.1 The definition of “Aggregate Revolving Commitments” in Section 1.01 is
amended to read as follows: 
 “Aggregate Revolving Commitments” means the Revolving Commitments of all the
Lenders. The amount of the Aggregate Revolving Commitments in effect on the effective date of the Fifth Amendment to this Agreement is FIVE HUNDRED MILLION US DOLLARS (US$500,000,000). 

3.2 The pricing grid in the definition of “Applicable Rate” in Section 1.01 is amended to read as follows: 

 

																			
	 Pricing
 Tier
	  	 Consolidated

Leverage Ratio
	  	Commitment
Fee	 	 	Letter of
Credit Fee	 	 	Eurocurrency Rate Loans
and BBR Rate Loans	 	 	Base Rate
Loans	 
	 1
	  	< 1.00:1.0	  	 	0.25	% 	 	 	2.00	% 	 	 	2.00	% 	 	 	1.00	% 
	 2
	  	> 1.00:1.0 but < 1.50:1.0	  	 	0.30	% 	 	 	2.25	% 	 	 	2.25	% 	 	 	1.25	% 
	 3
	  	> 1.50:1.0 but < 2.00:1.0	  	 	0.35	% 	 	 	2.50	% 	 	 	2.50	% 	 	 	1.50	% 
	 4
	  	> 2.00:1.0 but < 2.50:1.0	  	 	0.40	% 	 	 	2.75	% 	 	 	2.75	% 	 	 	1.75	% 
	 5
	  	> 2.50:1.0	  	 	0.40	% 	 	 	3.00	% 	 	 	3.00	% 	 	 	2.00	% 

 3.3 The definition of “Maturity Date” in Section 1.01 is amended to read as follows:

 “Maturity Date” means September 28, 2016; provided, however, that if such date is not a
Business Day, the Maturity Date shall be the next preceding Business Day. 
 3.4 In the last sentence of the definition of
“Permitted Intercompany Investments” in Section 1.01 the “and” after clause (x) is deleted and replaced with “,” and the following is added to the end of such sentence: 

and (z) any Investment made after the effective date of the Fifth Amendment to this Agreement in a Subsidiary that is not a Wholly
Owned Subsidiary shall not be a Permitted Intercompany Investment. 
 3.5 In the last sentence of the definition of
“Permitted Intercompany Transfers” in Section 1.01 the following is added to the end of such sentence: 
 and any
sale, transfer or other disposition of any property made after the effective date of the Fifth Amendment to this Agreement to a Subsidiary that is not a Wholly Owned Subsidiary shall not be a Permitted Intercompany Transfer. 

3.6 The definition of “Receivables Financing Amount” in Section 1.01 is amended to read as follows: 

“Receivables Financing Amount” means the sum of (a) the maximum amount of credit available under Permitted
Securitization Transactions and Permitted Recourse Factoring Transactions plus (b) the aggregate net book value of all of the accounts receivable subject to and actually sold pursuant to Permitted Non-Recourse Factoring Transactions.

 3.7 In Section 8.02 the “and” after clause (m) is deleted, clause (n) is renumbered as clause
(o) and a new clause (n) is added to read as follows: 
 (n) Investments in joint ventures in an amount not to exceed
US$30 million in the aggregate at any one time outstanding; and 

  
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 3.8 Section 8.03(j) is amended to read as follows: 

(j) Indebtedness of Foreign Subsidiaries (other than Foreign Borrowers) arising under Receivables Financings, provided that the
Receivables Financing Amount shall not exceed US$250 million in the aggregate at any time; 
 3.9 The following is added to the
end of clause (b)(ii) of Section 8.04: 
 (and if a Domestic Guarantor that is a Wholly Owned Subsidiary is a party thereto,
then (x) a Domestic Guarantor that is a Wholly Owned Subsidiary shall be the continuing or surviving Person or (y) such transaction shall be permitted by Section 8.02(n)) 

3.10 The following is added to the end of clause (c)(ii) of Section 8.04: 

(and if a Foreign Guarantor that is a Wholly Owned Subsidiary is a party thereto, then (x) a Foreign Guarantor that is a Wholly Owned
Subsidiary shall be the continuing or surviving Person or (y) such transaction shall be permitted by Section 8.02(n)) 
 3.11 Section 8.05(b) is amended to read as follows: 
 (b) Permitted Factoring
Transactions, provided (i) one hundred percent (100%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction (other than any portion of the
consideration that is held back by the purchaser) and (ii) the Receivables Financing Amount shall not exceed US$250 million in the aggregate at any time; and 
 3.12 Section 8.14 is amended to read as follows: 
 Notwithstanding any other
provisions of this Agreement to the contrary, (a) permit any Person (other than the Parent or any Wholly Owned Subsidiary) to own any Equity Interests of any Subsidiary, except (i) to qualify directors where required by applicable law or
to satisfy other requirements of applicable law with respect to the ownership of Equity Interests of Foreign Subsidiaries, (ii) as set forth on Schedule 6.13 with respect to (A) Brightpoint Zimbabwe (Private) Limited and
(B) S2F Worldwide, LLC and (iii) joint ventures permitted by Section 8.02(n) or (b) permit any Subsidiary that is directly owned by a Domestic Loan Party to issue or have outstanding any shares of preferred Equity Interests other
than shares of preferred Equity Interests issued to a Domestic Loan Party. 
 3.13 A new paragraph is inserted at the end of
Section 10.10 to read as follows: 
 Notwithstanding any contrary provision of any Collateral Document executed by a Foreign
Loan Party, if any Collateral of a Foreign Loan Party shall be sold, transferred or otherwise disposed of by any Foreign Loan Party in a transaction permitted hereunder, then the Administrative Agent, at the request and sole expense of such Foreign
Loan Party, shall promptly execute and deliver to such Foreign Loan Party (or to such other Person as such Foreign Loan Party shall request) all releases, confirmations of consent and other documents, and take such other action, reasonably necessary
for (x) the release of the Liens created by such Collateral Documents on such Collateral and (y) the confirmation of the consent by the Lenders to such transaction. 
 4. Conditions Precedent. This Amendment shall become effective as of the date hereof upon satisfaction of each of the conditions precedent set forth on Exhibit B to this Amendment in a
manner satisfactory to the Administrative Agent and each Lender. Without limiting the generality of the 

  
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provisions of Section 10.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed closing date of this Amendment specifying its objection thereto. 

5. Post-Closing Condition. If required, each Loan Party shall cause any security document, instrument or agreement to be executed
or delivered by a Foreign Loan Party in accordance with the terms of the Credit Agreement or other applicable Loan Document (including any amendment and ratification of existing security agreements) to be registered with, recorded or executed in
front of any public notary or applicable public official or office as soon as practical but in any event within fourteen (14) days of the date hereof (or such long time as the Administrative Agent may agree in its sole discretion). 

6. Amendment is a “Loan Document”. This Amendment is a Loan Document and all references to a “Loan Document”
in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.

 7. Reaffirmation of Representations and Warranties. Each Loan Party represents and warrants to the Administrative
Agent and each Lender that after giving effect to this Amendment, (a) each of the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document are true and correct on and as of the date hereof,
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are be true and correct as of such earlier date, and (b) no Default exists. 

8. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this
Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not operate to reduce or discharge such
Loan Party’s obligations under the Loan Documents. 
 9. Reaffirmation of Security Interests. Each Loan Party
(a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not in
any manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents. 
 10. No
Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect. 
 11. Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original. 

12. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in
accordance with, the laws of the State of New York. 
 [SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Fifth Amendment to be duly
executed and delivered as of the date first above written. 
  

							
	DOMESTIC BORROWERS:	 		 	BRIGHTPOINT, INC., an Indiana corporation
				
		 		 	By:	 	/s/ Vincent Donargo
		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer

  

							
		 		 	 BRIGHTPOINT NORTH AMERICA L.P.,
 a Delaware limited partnership

				
		 		 	By:    	 	 BRIGHTPOINT NORTH AMERICA, INC.,

an Indiana corporation, its general partner



			
		
	By:	 	/s/ Vincent Donargo
	Name:	 	Vincent Donargo
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer


 [SIGNATURE PAGES FOLLOW] 








							
	FOREIGN BORROWERS:	 		 	BRIGHTPOINT HOLDINGS B.V., a Netherlands company
				
		 		 	By:  	 	/s/ Craig M. Carpenter
		 		 	Name:	 	Craig M. Carpenter
		 		 	Title:	 	Managing Director A
				
		 		 	By:  	 	/s/ N.I.I.M Wolthuis-Geeraedis
		 		 	Name:	 	Intertrust (Netherlands) B.V.
		 		 	Title:	 	 Managing Director B

Amsterdam, the Netherlands

				
		 		 	By:  	 	/s/ D.A de Vries
		 		 	Name: Title:	 	 Intertrust (Netherlands) B.V.

Managing Director B
 Amsterdam, the
Netherlands

			
		 		 	BRIGHTPOINT EUROPE ApS, a Danish company
				
		 		 	By:  	 	/s/ Craig M. Carpenter
		 		 	Name:	 	Craig M. Carpenter
		 		 	Title:	 	Director
				
		 		 	By:  	 	/s/ Vincent Donargo
		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Director

  

							
		 	 EXECUTED by BRIGHTPOINT AUSTRALIA PTY LTD in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of
its directors:
  
  
  

 
 /s/ Craig M. Carpenter
 Signature of director
  
 Craig
M. Carpenter
 Name of director (block letters)
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 /s/ Vincent Donargo
 Signature of director
  

Vincent Donargo
 Name of director (block
letters)


 [SIGNATURE PAGES FOLLOW] 








									
	DOMESTIC GUARANTORS:	 		 	 2601 METROPOLIS CORP., an Indiana corporation
 BRIGHTPOINT GLOBAL HOLDINGS II, INC., an Indiana corporation
 BRIGHTPOINT INTERNATIONAL LTD., a
Delaware corporation
 BRIGHTPOINT NORTH AMERICA, INC., an Indiana corporation
 BRIGHTPOINT LATIN AMERICA, INC., an Indiana corporation
 BRIGHTPOINT THAILAND, INC., an Indiana
corporation
 WIRELESS FULFILLMENT SERVICES HOLDINGS, INC.,
 a Delaware corporation

				
		 		 	By:	 	/s/ Vincent Donargo
		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer of each of the foregoing
			
		 		 	BPGH LLC, an Indiana limited liability company
				
		 		 	By:	 	 BRIGHTPOINT INTERNATIONAL LTD.,
 a Delaware corporation, its sole member

					
		 		 		 	By:  	 	/s/ Vincent Donargo
		 		 		 	Name:	 	Vincent Donargo
		 		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
			
		 		 	BRIGHTPOINT SERVICES, LLC, an Indiana limited liability company
				
		 		 	By:	 	BRIGHTPOINT, INC., an Indiana corporation, its sole member
					
		 		 		 	By:	 	/s/ Vincent Donargo
		 		 		 	Name:	 	Vincent Donargo
		 		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
			
		 		 	WIRELESS FULFILLMENT SERVICES LLC, a California limited liability company
				
		 		 	By:	 	BRIGHTPOINT, INC., an Indiana corporation, its Manager
					
		 		 		 	By:	 	/s/ Vincent Donargo
		 		 		 	Name:	 	Vincent Donargo
		 		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer

 [SIGNATURE PAGES FOLLOW] 








											
		 		 	 BRIGHTPOINT DISTRIBUTION LLC,
 an Indiana limited liability company

				
		 		 	By:  	 	 BRIGHTPOINT NORTH AMERICA L.P.,
 a Delaware limited partnership, its sole member

					
		 		 		 	By:  	 	 BRIGHTPOINT NORTH AMERICA, INC.,
 an Indiana corporation, its general partner

						
		 		 		 		 	By:  	 	/s/ Vincent Donargo
		 		 		 		 	 Name: Vincent Donargo
 Title: Executive Vice President, Chief Financial Officer and Treasurer

			
		 		 	ACTIFY LLC, an Indiana limited liability company
				
		 		 	By:  	 	/s/ Vincent Donargo
		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
			
		 		 	501 AIRTECH PARKWAY LLC, an Indiana limited liability company
				
		 		 	By:  	 	/s/ Vincent Donargo
		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
			
		 		 	S2F WORLDWIDE, LLC, an Indiana limited liability company
				
		 		 	By:  	 	/s/ Vincent Donargo
		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
			
		 		 	BRIGHTPOINT ALLPOINTS LLC, an Indiana limited liability company
				
		 		 	By:  	 	/s/ Vincent Donargo
		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
			
		 		 	 TOUCHSTONE ACQUISITION LLC
 an Indiana limited liability company

				
		 		 	By:  	 	/s/ Vincent Donargo
		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer

 [SIGNATURE PAGES FOLLOW] 








									
		 		 	 TOUCHSTONE WIRELESS REPAIR AND LOGISTICS LP,
 a Pennsylvania limited partnership

				
		 		 	By:  	 	 TOUCHSTONE ACQUISITION LLC,
 an Indiana limited liability company, its general partner

					
		 		 		 	By:  	 	/s/ Craig M. Carpenter
		 		 		 	 Name: Craig M. Carpenter
 Title: Executive Vice President and Secretary

			
		 		 	 BRIGHTPOINT DEVICE ENGINEERING SERVICES LLC,
 an Indiana limited liability company

				
		 		 	By:  	 	/s/ Craig M. Carpenter
		 		 	Name:	 	Craig M Carpenter
		 		 	Title:	 	Executive Vice President and Secretary

 [SIGNATURE PAGES FOLLOW] 








							
	FOREIGN GUARANTORS:	 		 	 BRIGHTPOINT GERMANY GMBH,
 a company formed under the laws of Germany

				
		 		 	By:  	 	/s/ Craig M. Carpenter
		 		 	 Name: Craig M. Carpenter
 Title: Managing Director

				
		 		 	By:  	 	/s/ Vincent Donargo
		 		 	 Name: Vincent Donargo
 Title: Managing Director

		 		 		 	
		 		 	 BRIGHTPOINT DENMARK A/S,
 a company formed under the laws of Denmark

				
		 		 	By:  	 	/s/ Craig M. Carpenter
		 		 	 Name: Craig M. Carpenter
 Title: Director

				
		 		 	By:  	 	/s/ Vincent Donargo
		 		 	 Name: Vincent Donargo
 Title: Director

			
		 		 	 BRIGHTPOINT NETHERLANDS B.V.,
 a company formed under the laws of The Netherlands

				
		 		 	By:  	 	/s/ Craig M. Carpenter
		 		 	 Name: Craig M. Carpenter
 Title: Director

		 		 		 	
		 		 	 BRIGHTPOINT EUROPCO B.V.,
 a company formed under the laws of The Netherlands

				
		 		 	By:  	 	/s/ Craig M. Carpenter
		 		 	 Name: Craig M. Carpenter
 Title: Managing Director A

				
		 		 	By:  	 	/s/ N.I.I.M Wolthuis-Geeraedis
		 		 	 Name: Intertrust (Netherlands) B.V.
 Title: Managing Director B
 Amsterdam, the Netherlands

				
		 		 	By:  	 	/s/ D.A de Vries
		 		 	 Name: Intertrust (Netherlands) B.V.
 Title: Managing Director B


 [SIGNATURE PAGES FOLLOW] 








					
		 	 The Common Seal of BRIGHTPOINT SINGAPORE PTE. LTD. was affixed to this deed in the presence of:

 
 /s/ Lim Oon Teik Eugene
 Lim Oon Teik Eugene
 Director

 
 /s/ Gerard Anthony Cordeiro
 Gerard Anthony Cordeiro
 Director/Secretary
	  	 )
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		 	 I, Ranjeet Singh, a Notary Public of Singapore practicing in the Republic of Singapore hereby certify that on the 28th day
of September 2011 the Common Seal of BRIGHTPOINT SINGAPORE PTE LTD was duly affixed to the within written instrument at Singapore in my presence in accordance with the regulations of the said Company (which regulations have been produced and shown
to me).
  
 Witness my hand

 
 Witnessed By
 /s/ Ranjeet Singh                
 Ranjeet Singh
 Notary Public Singapore


 [SIGNATURE PAGES FOLLOW] 








							
	ADMINISTRATIVE AGENT:	 		 	BANK OF AMERICA, N.A., as Administrative Agent
				
		 		 	By:  	 	/s/ Lillana Claar
		 		 	 Name: Lillana Claar

Title: Vice President

		 		 		 	
	DANISH SWING LINE LENDER:	 		 	BANC OF AMERICA SECURITIES LIMITED
				
		 		 	By:  	 	/s/ Johanna Hartikainen
		 		 	 Name: Johanna Hartikainen
 Title: Director; Credit Senior Officer

		 		 		 	
	AUSTRALIAN SWING LINE LENDER:	 		 	 BANK OF AMERICA, N.A., SYDNEY BRANCH,
 as Australian Swing Line Lender

				
		 		 	By:  	 	/s/ Charles Wenmohs
		 		 	 Name: Charles Wenmohs
 Title: Director

		 		 	
	L/C ISSUER:	 		 	THE ROYAL BANK OF SCOTLAND N.V.
				
		 		 	By:  	 	/s/ Alex Daw
		 		 	 Name: Alex Daw

Title: Director


 [SIGNATURE PAGES FOLLOW] 








							
	LENDERS:	 		 	 BANK OF AMERICA, N.A., as a Lender, L/C Issuer,
 Domestic Swing Line Lender and as an International Swing Line Lender

				
		 		 	By:  	 	/s/ Debra E. Delvecchio
		 		 	 Name: Debra E. Delvecchio
 Title: Managing Director

			
		 		 	DNB NOR BANK ASA
				
		 		 	By:  	 	/s/ Philip F. Kurpiewski
		 		 	Name: Philip F. Kurpiewski
		 		 	Title: Senior Vice President
				
		 		 	By:  	 	/s/ Pal Boger
		 		 	 Name: Pal Boger

Title: Vice President

		 		 		 	
		 		 	FIFTH THIRD BANK
				
		 		 	By:  	 	/s/ Michael Gifford
		 		 	 Name: Michael Gifford
 Title: Vice President

		 		 		 	
		 		 	 NORDEA BANK FINLAND PLC, New York Branch
 437 Madison Avenue, New York, NY 10022
  
 September 26, 2011

				
		 		 	By:  	 	/s/ Mogens R. Jensen
		 		 	 Name: Mogens R. Jensen
 Title: Senior Vice President

				
		 		 	By:  	 	/s/ Gerald Chelius
		 		 	 Name: Gerald Chelius

Title: Senior Vice President

		 		 		 	
		 		 	 PNC BANK, NATIONAL ASSOCIATION, as a Lender and
 as an International Swing Line Lender

				
		 		 	By:  	 	/s/ Richard Ellis
		 		 	 Name: Richard Ellis

Title: Executive Vice President, Market Leader

		 		 		 	
		 		 	BNP PARIBAS
				
		 		 	By:  	 	/s/ Mathew Harvey
		 		 	 Name: Mathew Harvey

Title: Managing Director










							
		 		 	By:  	 	/s/ William Davidson
		 		 	 Name: William Davidson
 Title: Managing Director

		 		 		 	
		 		 	REGIONS BANK
				
		 		 	By:  	 	/s/ Sam Maxwell
		 		 	 Name: Sam Maxwell

Title: Vice President


 [SIGNATURE PAGES FOLLOW] 








							
		 		 	COMPASS BANK
				
		 		 	By:  	 	/s/ Darren Abrams
		 		 	 Name: Darren Abrams

Title: Vice President

		 		 	
		 		 	DEUTSCHE BANK AG NEW YORK BRANCH
				
		 		 	By:  	 	/s/ Omayra Laucella
		 		 	 Name: Omayra Laucella
 Title: Vice President

				
		 		 	By:  	 	/s/ Marcus M. Tarkington
		 		 	 Name: Marcus M. Tarkington
 Title: Director

		 		 	
		 		 	US BANK NATIONAL ASSOCIATION
				
		 		 	By:  	 	/s/ Michael P. Dickman
		 		 	 Name: Michael P. Dickman
 Title: Vice President

		 		 	
		 		 	THE HUNTINGTON NATIONAL BANK
				
		 		 	By:  	 	/s/ Josh Elsea
		 		 	 Name: Josh Elsea

Title: Vice President – Large Corporate Banking

		 		 	
		 		 	 THE ROYAL BANK OF SCOTLAND PLC,
 as a Lender and as an International Swing Line Lender

				
		 		 	By:  	 	/s/ Matthew Pennachio
		 		 	 Name: Matthew Pennachio
 Title: Vice President









 EXHIBIT A 
 Schedule 2.01 
 COMMITMENTS AND APPLICABLE PERCENTAGES 

 

									
	 Lender
	  	Revolving Commitment	 	  	Applicable Percentage	 
	 Bank of America, N.A.
	  	$	56,750,000.00	  	  	 	11.350000000	% 
	 The Royal Bank of Scotland plc
	  	$	56,750,000.00	  	  	 	11.350000000	% 
	 DNB NOR Bank ASA
	  	$	56,750,000.00	  	  	 	11.350000000	% 
	 Nordea Bank Finland Plc
	  	$	56,750,000.00	  	  	 	11.350000000	% 
	 Fifth Third Bank
	  	$	46,000,000.00	  	  	 	9.200000000	% 
	 PNC Bank, National Association
	  	$	40,000,000.00	  	  	 	8.000000000	% 
	 Compass Bank
	  	$	37,000,000.00	  	  	 	7.400000000	% 
	 BNP Paribas
	  	$	35,000,000.00	  	  	 	7.000000000	% 
	 Regions Bank
	  	$	35,000,000.00	  	  	 	7.000000000	% 
	 US Bank National Association
	  	$	35,000,000.00	  	  	 	7.000000000	% 
	 Deutsche Bank AG New York Branch
	  	$	25,000,000.00	  	  	 	5.000000000	% 
	 The Huntington National Bank
	  	$	20,000,000.00	  	  	 	4.000000000	% 
			
	 Total
	  	$	500,000,000	  	  	 	100.00000000	% 








 EXHIBIT B 
 CONDITIONS PRECEDENT 
 1. Amendment. The Administrative Agent shall have received
counterparts of this Amendment executed by the Borrowers, the Guarantors, the Lenders and the Administrative Agent. 
 2. [Reserved].

 3. Domestic Mortgage. The Administrative Agent shall have received (a) an amendment to each mortgage, deed of trust, deed
to secure debt or similar instrument that secures the Obligations, (b) such endorsements to the title insurance policy related to such mortgage, deed of trust, deed to secure debt or similar instrument and (c) local counsel legal opinions,
each in form and substance reasonably satisfactory to the Administrative Agent. 
 4. Foreign Security Documents. The
Administrative Agent shall have received such security documents (including amendments and ratifications of existing security agreements) reasonably requested by the Administrative Agent to create, perfect or maintain Liens in the Collateral of each
Foreign Loan Party. 
 5. Opinions of Counsel. The Administrative Agent shall have received opinions of legal counsel to the Loan
Parties, addressed to the Administrative Agent and each Lender, dated as of the date hereof. 
 6. Organization Documents, Resolutions,
Etc. 
 (a) The Administrative Agent shall have received such certificates of resolutions or other action, incumbency
certificates and/or other certificates of Responsible Officers of each Domestic Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer of such Domestic Loan Party authorized to
act as a Responsible Officer in connection with this Amendment. 
 (b) The Administrative Agent shall have received from each
Foreign Loan Party such Organization Documents, resolutions, incumbency certificates and other customary certificates as the Administrative Agent may reasonably request. 
 7. Fees. Receipt by the Administrative Agent, the Lenders and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger for this Amendment, of all fees
required to be paid on or before the date hereof. 
 8. Attorney Costs. Unless waived by the Administrative Agent, the Parent shall have
paid all reasonable and properly documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent incurred and invoiced prior to or on the date
hereof.