EX-4.1






EXHIBIT A




AMENDED AND RESTATED

CREDIT AGREEMENT,

dated as of April 5, 2010




(amending and restating the Credit Agreement dated as of June 1, 2006, as amended),




among




SUPERVALU INC.,

as the Borrower,




VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS

FROM TIME TO TIME PARTIES HERETO,

as the Lenders,




THE ROYAL BANK OF SCOTLAND PLC,

as the Administrative Agent for the Lenders,




CREDIT SUISSE SECURITIES (USA) LLC, and

COBANK, ACB

as the Co-Syndication Agents for the Lenders




and




U.S. BANK NATIONAL ASSOCIATION and RABOBANK INTERNATIONAL

as the Co-Documentation Agents for the Lenders.




RBS SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC,

COBANK, ACB, U.S. BANK NATIONAL ASSOCIATION,

RABOBANK INTERNATIONAL and BARCLAYS CAPITAL

as Joint Lead Arrangers




RBS SECURITIES INC. and CREDIT SUISSE SECURITIES (USA) LLC,

as Joint Book Running Managers






1






TABLE OF CONTENTS




Page




	 	 	 	 	 	 	 	 	 
	Article I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	SECTION 1.01.
	 	Certain Defined Terms	 	 	1	 
	SECTION 1.02.
	 	Computation of Time Periods	 	 	29	 
	SECTION 1.03.
	 	Accounting Terms; GAAP	 	 	29	 
	Article II AMOUNTS AND TERMS OF THE ADVANCES
	 	 	30	 
	SECTION 2.01.
	 	The Advances	 	 	30	 
	SECTION 2.02.
	 	Making the Advances	 	 	32	 
	SECTION 2.03.
	 	Swingline Loans	 	 	33	 
	SECTION 2.04.
	 	Letters of Credit	 	 	34	 
	SECTION 2.05.
	 	Fees	 	 	41	 







	 	 	 	SECTION 2.06. Termination or Reduction of the Revolving Advance Commitments or the
Swingline Commitment; Voluntary Reduction 42	 





	 	 	 	 	 	 	 	 	 
	SECTION 2.07.
	 	Repayment of Advances and Swingline Loans	 	 	42	 
	SECTION 2.08.
	 	Interest on Advances and Swingline Loans	 	 	43	 
	SECTION 2.09.
	 	Additional Interest on LIBOR Advances	 	 	44	 
	SECTION 2.10.
	 	Interest Rate Determination	 	 	44	 
	SECTION 2.11.
	 	Voluntary Conversion of Advances	 	 	46	 
	SECTION 2.12.
	 	Prepayments of Advances and Swingline Loans	 	 	46	 
	SECTION 2.13.
	 	Increased Costs	 	 	47	 
	SECTION 2.14.
	 	Illegality	 	 	48	 
	SECTION 2.15.
	 	Payments and Computations	 	 	48	 
	SECTION 2.16.
	 	Sharing of Payments, Proceeds of Collateral, Etc	 	 	49	 
	SECTION 2.17.
	 	Taxes	 	 	50	 
	SECTION 2.18.
	 	Replacement of Lenders	 	 	53	 
	SECTION 2.19.
	 	Evidence of Debt	 	 	54	 
	SECTION 2.20.
	 	Increase in Commitments	 	 	54	 
	SECTION 2.21.
	 	Defaulting Lenders	 	 	56	 
	Article III CONDITIONS OF LENDING
	 	 	58	 
	SECTION 3.01.
	 	Conditions Precedent to the Effective Date	 	 	58	 
	SECTION 3.02.
	 	Conditions Precedent to the Initial Borrowing Date	 	 	62	 







	 	 	 	SECTION 3.03. Conditions Precedent to Each Borrowing and Issuance of Letters of
Credit (other than on or before the Initial Borrowing Date 62	 





	 	 	 	 	 	 	 	 	 
	Article IV REPRESENTATIONS AND WARRANTIES
	 	 	63	 
	SECTION 4.01.
	 	Representations and Warranties of the Borrower	 	 	63	 
	Article V COVENANTS OF THE BORROWER
	 	 	66	 
	SECTION 5.01.
	 	Affirmative Covenants	 	 	66	 
	SECTION 5.02.
	 	Negative Covenants	 	 	70	 
	Article VI EVENTS OF DEFAULT
	 	 	78	 
	SECTION 6.01.
	 	Events of Default	 	 	78	 
	Article VII THE AGENT
	 	 	 	 	 	 	81	 
	SECTION 7.01.
	 	Appointment	 	 	81	 
	SECTION 7.02.
	 	Nature of Duties	 	 	82	 
	SECTION 7.03.
	 	Exculpation, Rights Etc	 	 	82	 
	SECTION 7.04.
	 	Reliance	 	 	83	 
	SECTION 7.05.
	 	Indemnification	 	 	83	 
	SECTION 7.06.
	 	Agent In Its Individual Capacity	 	 	83	 
	SECTION 7.07.
	 	Notice of Default	 	 	84	 
	SECTION 7.08.
	 	Holders of Obligations	 	 	84	 
	SECTION 7.09.
	 	Resignation by the Agent	 	 	84	 
	SECTION 7.10.
	 	Removal of Agent	 	 	85	 
	SECTION 7.11.
	 	Posting of Approved Electronic Communications	 	 	85	 
	Article VIII MISCELLANEOUS
	 	 	86	 
	SECTION 8.01.
	 	Amendments, Etc	 	 	86	 
	SECTION 8.02.
	 	Notices, Etc	 	 	87	 
	SECTION 8.03.
	 	No Waiver; Remedies	 	 	88	 
	SECTION 8.04.
	 	Costs and Expenses	 	 	88	 
	SECTION 8.05.
	 	Right of Setoff	 	 	88	 
	SECTION 8.06.
	 	Binding Effect	 	 	89	 
	SECTION 8.07.
	 	Assignments and Participations	 	 	89	 
	SECTION 8.08.
	 	Indemnification	 	 	93	 
	SECTION 8.09.
	 	Governing Law; Submission to Jurisdiction	 	 	94	 
	SECTION 8.10.
	 	Execution in Counterparts	 	 	94	 
	SECTION 8.11.
	 	Confidentiality	 	 	94	 
	SECTION 8.12.
	 	Waiver of Jury Trial, Etc	 	 	95	 
	SECTION 8.13.
	 	USA Patriot Act	 	 	95	 
	SECTION 8.14.
	 	No Novation	 	 	96	 






2




	 	 	 	 	 
	Schedule I

Schedule II

Schedule III

Schedule IV

Schedule V

Schedule VI

Schedule VII

Exhibit A-1

Exhibit A-2

Exhibit A-3

Exhibit A-4

Exhibit A-5

Exhibit B-1

Exhibit B-2

Exhibit C

Exhibit D-1

Exhibit D-2

Exhibit E-1

Exhibit E-2

Exhibit E-3

Exhibit F

Exhibit G

Exhibit H-1

Exhibit H-2

Exhibit I

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	 	Commitments and Applicable Lending Offices

Existing Debt in excess of $5,000,000

Subsidiaries

Existing Liens

Existing Letters of Credit

Amortization

Subsidiaries that are not Immaterial Subsidiaries on the Initial Borrowing Date

Form of Term A Note

Form of Term B-1 Note

Form of Revolving-1 Note

Form of Term B-2 Note

Form of Revolving-2 Note

Form of Notice of Borrowing

Form of Issuance Request

Form of Assignment and Acceptance

Form of Opinion of Wachtell, Lipton, Rosen & Katz, Special Counsel for the Obligors (June 1, 2006)

Form of Opinion of Wachtell, Lipton, Rosen & Katz, Special Counsel for the Obligors (June 2, 2006)

Form of Opinion of John E. Breedlove, Associate General Counsel of the Borrower (June 1, 2006)

Form of Opinion of John E. Breedlove, Associate General Counsel of the Borrower (June 2, 2006)

Form of Opinion of William H. Arnold, counsel to the Borrower

Form of Subsidiary Guaranty

Form of Pledge Agreement

Form of Effective Date Representation Certificate

Form of Initial Borrowing Date Representation Certificate

Form of Escrow Agreement






AMENDED AND RESTATED

CREDIT AGREEMENT




THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 5, 2010 (amending and restating
the Existing Credit Agreement (such capitalized term and other terms used in the preamble and
recitals to have the meanings set forth in Article I)) among SUPERVALU INC., a Delaware
corporation (the “Borrower”), the Lenders, THE ROYAL BANK OF SCOTLAND PLC (“RBS”),
as the administrative agent for the Lenders (in such capacity, the “Agent”), CREDIT SUISSE
SECURITIES (USA) LLC and COBANK, ACB, as the co-syndication agents for the Lenders (in such
capacity, the “Co-Syndication Agents”), U.S. BANK NATIONAL ASSOCIATION and RABOBANK
INTERNATIONAL, as the co-documentation agents for the Lenders (in such capacity, the
“Co-Documentation Agents” and together with the Co-Syndication Agents, the “Other
Agents”), RBS SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC, COBANK, ACB, U.S. BANK
NATIONAL ASSOCIATION, RABOBANK INTERNATIONAL and BARCLAYS CAPITAL (the investment banking division
of Barclays Bank plc), as joint lead arrangers (in such capacity, the “Joint Lead
Arrangers”) and RBS SECURITIES INC. and CREDIT SUISSE SECURITIES (USA) LLC, as joint book
running managers (in such capacity, the “Joint Book Running Managers” and together with the
Joint Lead Arrangers, the “Lead Arrangers”).



W I T N E S S E T H:




WHEREAS, the Lenders, the Swingline Lender, the LC Banks and the Agent are parties to the
Existing Credit Agreement to support the ongoing working capital and general corporate needs of the
Borrower and its Subsidiaries;



WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended in certain
respects, as set forth in the Amendment and Restatement Agreement and this Agreement; and



WHEREAS, pursuant to the Amendment and Restatement Agreement, the Borrower, the Majority
Lenders, each of the Lenders extending its applicable Commitment Termination Date, the Swingline
Lender, each LC Bank and the Agent have agreed upon the terms and conditions set forth therein that
the Existing Credit Agreement shall be amended and restated in its entirety as provided herein
effective upon the satisfaction of the conditions set forth in the Amendment and Restatement
Agreement;



NOW, THEREFORE, the parties hereto agree as follows.



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




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



“2010 Information Memorandum” means the Confidential Information Memorandum dated
March 2010, with respect to the Borrower.



“Accounts Receivable” means, for any date, accounts receivables and notes receivables
that would be reflected on a Consolidated balance sheet of the Borrower and its Subsidiaries (other
than Foreign Subsidiaries) prepared as of such date in accordance with GAAP.



“Acquisition” is defined in the Existing Credit Agreement.



“Advance” means a Revolving Advance, a Term Advance or a Swingline Loan.



“Affiliate” means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a director or officer
of such Person. For the purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling”, “controlled by” and “under common control with”) as used with
respect to any Person or group of Persons, shall mean possession directly or indirectly of the
power to direct or cause the direction of management policies of such Person, whether through the
ownership of Voting Stock, by contract or otherwise.



“Agent” has the meaning specified in the preamble and includes each other
Person appointed as the successor Agent pursuant to Section 7.09.



“Agreement” means, on any date, this Amended and Restated Credit Agreement as
originally in effect on the Restatement Effective Date and as thereafter from time to time further
amended, supplemented, amended and restated or otherwise modified from time to time and in effect
on such date.



“Amendment and Restatement Agreement” means the Amendment and Restatement Agreement,
dated as of April 5, 2010, among the Borrower, the Lenders party thereto, the LC Banks, the
Swingline Lender and the Agent.



“Applicable Extended Facility Rate” means, for any period, a percentage per annum
equal to the percentage set forth below, corresponding to the Extended Advance Rating Level in
effect from time to time during such period:



	 	 	 	 	 
	Extended Advance Rating Level

	 	Applicable Facility Fee Rate

	 

	 	 	 	 
	I

	 	 	0.350	%
	 

	 	 	 	 
	II

	 	 	0.400	%
	 

	 	 	 	 
	III

	 	 	0.450	%
	 

	 	 	 	 
	IV

	 	 	0.500	%
	 

	 	 	 	 
	V

	 	 	0.625	%
	 

	 	 	 	 
	VI

	 	 	0.750	%
	 

	 	 	 	 






“Applicable Facility Fee Rate” means, for any period, a percentage per annum equal to
the percentage set forth below, corresponding to the Applicable Rating Level in effect from time to
time during such period:



	 	 	 	 	 
	Applicable Rating Level

	 	Applicable Facility Fee Rate

	 

	 	 	 	 
	I

	 	 	0.100	%
	 

	 	 	 	 
	II

	 	 	0.125	%
	 

	 	 	 	 
	III

	 	 	0.175	%
	 

	 	 	 	 
	IV

	 	 	0.200	%
	 

	 	 	 	 
	V

	 	 	0.300	%
	 

	 	 	 	 
	VI

	 	 	0.400	%
	 

	 	 	 	 
	VII

	 	 	0.500	%
	 

	 	 	 	 






“Applicable Interest Rate Margin” means, in the case of all Advances outstanding prior
to the Restatement Effective Date, calculated at the rate under, and in accordance with the terms
of, the Existing Credit Agreement, and from and after the Restatement Effective Date, as follows:




(a) for each Revolving-1 Advance, Term A Advance and Term B-1 Advance maintained as a
LIBOR Advance, for any Interest Period, a percentage per annum equal to the percentage set
forth below for LIBOR Advances corresponding to the Applicable Rating Level in effect on
the first day of such Interest Period;




(b) for each Revolving-1 Advance, Term A Advance and Term B-1 Advance maintained as a
Base Rate Advance, for any period, a percentage per annum equal to the percentage set forth
below for Base Rate Advances corresponding to the Applicable Rating Level in effect from
time to time during such period:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable Interest	 	Applicable Interest	 	Applicable Interest
	 	 	Rate	 	Rate	 	Rate
	 	 	Margin for	 	Margin for	 	Margin for
	 	 	Revolving-1 Advances	 	Term A Advances	 	Term B-1 Advances
	Applicable

	 	LIBOR
	 	Base Rate
	 	LIBOR
	 	Base Rate
	 	LIBOR
	 	Base Rate

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rating Level

	 	Advances
	 	Advances
	 	Advances
	 	Advances
	 	Advances
	 	Advances

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I

	 	 	0.500	%	 	 	0.000	%	 	 	0.375	%	 	 	0.000	%	 	 	1.250	%	 	 	0.250	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II

	 	 	0.625	%	 	 	0.000	%	 	 	0.500	%	 	 	0.000	%	 	 	1.250	%	 	 	0.250	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III

	 	 	0.750	%	 	 	0.000	%	 	 	0.625	%	 	 	0.000	%	 	 	1.250	%	 	 	0.250	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV

	 	 	1.000	%	 	 	0.000	%	 	 	0.875	%	 	 	0.000	%	 	 	1.250	%	 	 	0.250	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V

	 	 	1.250	%	 	 	0.250	%	 	 	1.125	%	 	 	0.125	%	 	 	1.375	%	 	 	0.375	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VI

	 	 	1.500	%	 	 	0.500	%	 	 	1.375	%	 	 	0.375	%	 	 	1.500	%	 	 	0.500	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VII

	 	 	1.625	%	 	 	0.625	%	 	 	1.500	%	 	 	0.500	%	 	 	1.750	%	 	 	0.750	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







(c) for each Revolving-2 Advance and Term B-2 Advance maintained as a LIBOR Advance,
for any Interest Period, a percentage per annum equal to the percentage set forth below for
LIBOR Advances corresponding to the Extended Advance Rating Level in effect on the first
day of such Interest Period; and




(d) for each Revolving-2 Advance and Term B-2 Advance maintained as a Base Rate
Advance, for any period, a percentage per annum equal to the percentage set forth below for
Base Rate Advances corresponding to the Extended Advance Rating Level in effect from time
to time during such period:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable Interest Rate Margin for	 	Applicable Interest Rate Margin for
	 	 	Revolving-2 Advances	 	Term B-2 Advances
	Extended Advance

Rating Level

	 	

LIBOR Advances
	 	

Base Rate Advances
	 	

LIBOR Advances
	 	

Base Rate Advances

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I

	 	 	2.000	%	 	 	1.000	%	 	 	2.50	%	 	 	1.50	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II

	 	 	2.000	%	 	 	1.000	%	 	 	2.50	%	 	 	1.50	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III

	 	 	2.000	%	 	 	1.000	%	 	 	2.75	%	 	 	1.75	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV

	 	 	2.250	%	 	 	1.250	%	 	 	2.75	%	 	 	1.75	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V

	 	 	2.500	%	 	 	1.500	%	 	 	3.25	%	 	 	2.25	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VI

	 	 	3.500	%	 	 	2.500	%	 	 	3.75	%	 	 	2.75	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s LIBOR Lending Office in the
case of a LIBOR Advance.



“Applicable Rating Level” means, as of any date of determination, the number set forth
below the column entitled “Applicable Rating Level” based upon the credit rating (as determined
below) in effect on such date as follows:



	 	 	 
	Credit Ratings

	 	Applicable Rating Level
	 

	 	 
	S&P Rating BBB+ or higher/ Moody’s Rating Baa1 or

higher

	 	I



	 

	 	 
	S&P Rating BBB/ Moody’s Rating Baa2

	 	II
	 

	 	 
	S&P Rating BBB-/ Moody’s Rating Baa3

	 	III
	 

	 	 
	S&P Rating BB+/ Moody’s Rating Ba1

	 	IV
	 

	 	 
	S&P Rating BB/ Moody’s Rating Ba2

	 	V
	 

	 	 
	S&P Rating BB-/ Moody’s Rating Ba3

	 	VI
	 

	 	 
	lower than S&P Rating BB-/ Moody’s Rating Ba3

	 	VII
	 

	 	 






provided that (a) if the S&P Rating on the Facilities and Moody’s Rating on the Facilities
in effect on such date differ by (i) one level, then the higher rating shall apply and (ii) two or
more levels, then the level that is one level below the higher of the two ratings shall apply and
(b) if on such date (i) the Facilities are not rated by S&P, then only the Moody’s Rating for the
Facilities shall apply, (ii) the Facilities are not rated by Moody’s, then only the S&P Rating for
the Facilities shall apply, (iii) the Facilities are not rated by either S&P or Moody’s, then the
rating applied to the Facilities by another nationally recognized statistical rating organization
designated by the Borrower and approved in writing by the Agent in its reasonable discretion shall
apply, provided that such designation may be withdrawn by the Borrower at any time, (iv) the
ratings described in clauses (b)(i) through (b)(iii) above are not available, then
the long-term general corporate rating of the Borrower issued by S&P (the “S&P Issuer
Rating”) and the long-term general corporate rating of the Borrower issued by Moody’s (the
“Moody’s Issuer Rating”) shall apply, (v) if the ratings described in clauses
(b)(i) through (b)(iii) above are not available and there is no S&P Issuer Rating, then
the Moody’s Issuer Rating shall apply, (vi) if the ratings described in clauses
(b)(i) through (b)(iii) above are not available and there is no Moody’s Issuer
Rating, then the S&P Issuer Rating shall apply, (vii) if none of the ratings described in
clauses (b)(i) through (b)(iv) shall be available, the credit rating to be
applied shall be derived from the long-term general corporate rating (or, if such rating is not
available, to the long-term senior unsecured debt rating) of the Borrower by another nationally
recognized statistical rating organization designated by the Borrower and approved in writing by
the Majority Lenders, and (viii) if each of the ratings described in clauses (b)(i) through
(b)(vii) above become unavailable, the Applicable Rating Level in effect immediately prior
to such ratings becoming unavailable shall remain in effect for purposes hereof until one of the
ratings described in clauses (b)(i) through (b)(vii) above become available.



“ASC” means American Stores Company, LLC, a Delaware limited liability company.



“Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of
Exhibit C hereto.



“Augmenting Lender” has the meaning specified in Section 2.20.



“Available LC Amount” means at the time of the issuance of any Letter of Credit an
amount equal to the lesser of (a) $600,000,000 and (b) the aggregate amount of the Revolving
Advance Commitments less the sum of the aggregate outstanding amount of (i) Revolving Advances and
(ii) Swingline Loans at such time.



“Base Rate” means, for any day, a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall be equal to the higher of:




(a) the Prime Rate in effect on such day;




(b) 1/2 of one percent per annum above the Federal Funds Rate; and




(c) LIBOR in effect on such date (or if such day is not a Business Day, the
immediately preceding Business Day) for an Interest Period of one month plus 1%.



“Base Rate Advance” means an Advance that bears interest as provided in
Section 2.08(a)(i).



“Beryl” means Beryl American Corporation, a Vermont corporation, and its successors
and assigns performing similar insurance functions, including Beryl, if it is incorporated or
organized in a State other than Vermont or the District of Columbia.



“Borrower” has the meaning specified in the preamble.



“Borrowing” means a Revolving Borrowing, a Term A Borrowing, a Term B Borrowing or a
Swingline Borrowing.



“Business Day” means a day of the year on which banks are not required or authorized
to close in New York City and London and, if the applicable Business Day relates to any LIBOR
Advances, on which dealings are carried on in the London interbank market.



“Capital Lease” shall mean a lease meeting one or more of the criteria set forth in
paragraph 7 of the Statement of Financial Accounting Standards No. 13 of the Financial Accounting
Standards Board (as in effect from time to time or as set forth in a statement of GAAP superseding
such paragraph 7).



“Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any Capital Lease and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.



“Cash Collateralize” means, with respect to a Letter of Credit or the Letter of Credit
Exposure and Swingline Exposure of the Revolving-1 Lenders (in the case of Section
2.01(a)(ii)), the deposit of immediately available funds into a cash collateral account
maintained with (or on behalf of) the Agent on terms reasonably satisfactory to the Agent in an
amount equal to the amount available for drawing under such Letter of Credit or the amount of such
Letter of Credit Exposure and Swingline Exposure (in the case of Section 2.01(a)(ii)).



“Class”, when used in reference to any Advance or Borrowing, refers to whether such
Advance, or the Advances comprising such Borrowing, are Revolving-1 Advances, Revolving-2 Advances,
Term A Advances, Term B-1 Advances, Term B-2 Advances or Swingline Loans and, when used in
reference to any Revolving Advance Commitment, refers to whether such Commitment is a Revolving-1
Advance Commitment or a Revolving-2 Advance Commitment and, when used in reference to any Lender,
refers to whether such Lender is a Revolving-1 Lender, Revolving-2 Lender, Term A Lender, Term B-1
Lender, Term B-2 Lender or Swingline Lender.



“Co-Documentation Agents” has the meaning specified in the preamble.



“Co-Syndication Agents” has the meaning specified in the preamble.



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



“Commitment” means, as the context may require, the Revolving Advance Commitment, the
Swingline Commitment or the Incremental Revolving Commitment.



“Commitment Increase” has the meaning specified in Section 2.20.



“Commitment Increase Agreement” has the meaning specified in Section 2.20.



“Commitment Termination Date” means, as the context may require, the Term A Commitment
Termination Date, the Term B Commitment Termination Date or the Revolving Advance Commitment
Termination Date.



“Communications” has the meaning specified in Section 7.11.



“Consolidated” refers to the consolidation of accounts of the Borrower and its
Subsidiaries in accordance with GAAP, including principles of consolidation.



“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period
plus (a) without duplication and to the extent deducted in determining such Consolidated
Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) Consolidated income
tax expense for such period, (iii) all amounts attributable to depreciation and amortization for
such period, (iv) any extraordinary, non-recurring or unusual charges for such period (including
such charges reflected in the pro forma financial statements provided to the Lenders prior to the
Effective Date), and (v) the amount of any non-cash charges, losses or expenses resulting from the
application of Statement of Financial Accounting Standards No. 123(R) minus (b) without
duplication and to the extent included in determining such Consolidated Net Income, any
extraordinary gains for such period, all determined on a Consolidated basis in accordance with
GAAP. For purposes hereof, Consolidated EBITDA shall be deemed to be $620,220,000 for the Fiscal
Quarter ending September 10, 2005, $600,633,000 for the Fiscal Quarter ending December 3, 2005,
$682,680,000 for the Fiscal Quarter ending February 25, 2006, and $803,367,000 for the Fiscal
Quarter ending June 17, 2006.



“Consolidated Interest Expense” means, for any period (a) the interest expense
(including imputed interest expense in respect of Capital Lease Obligations but excluding interest
amortization expense resulting from purchase related accounting adjustments) minus (b) the
interest income, in each case, of the Borrower and its Subsidiaries for such period, determined on
a Consolidated basis in accordance with GAAP. For purposes hereof, Consolidated Interest Expense
shall be deemed to be $187,095,000 for the Fiscal Quarter ending September 10, 2005, $166,320,000
for the Fiscal Quarter ending December 3, 2005, $166,934,000 for the Fiscal Quarter ending February
25, 2006, and $234,901,000 for the Fiscal Quarter ending June 17, 2006.



“Consolidated Net Income” means, for any period, the net income or loss of the
Borrower and its Subsidiaries for such period determined on a Consolidated basis in accordance with
GAAP; provided that there shall be excluded (a) the income of any Person (other than the
Borrower or any Subsidiary of the Borrower) in which any other Person (other than the Borrower or
any Subsidiary or any director holding qualifying shares in compliance with applicable law) owns an
Equity Interest, except to the extent of the amount of dividends or other distributions actually
paid to the Borrower or any of its Subsidiaries during such period, and (b) the income or loss of
any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or
consolidated with the Borrower or any Subsidiary of the Borrower or the date that such Person’s
assets are acquired by the Borrower or any Subsidiary of the Borrower.



“Consolidated Rent Expense” means, for any period, all payment obligations of the
Borrower and its Subsidiaries during such period as lessee under any leases other than Capital
Leases (net of rental income), as determined on a Consolidated basis. For purposes hereof,
Consolidated Rent Expense shall be deemed to be $98,413,000 for the Fiscal Quarter ending September
10, 2005, $97,997,000 for the Fiscal Quarter ending December 3, 2005, $96,656,000 for the Fiscal
Quarter ending February 25, 2006, and $137,500,000 for the Fiscal Quarter ending June 17, 2006.



“Consolidated Total Debt” means, as of any date of determination, for the Borrower and
its Subsidiaries on a Consolidated basis determined in accordance with GAAP, the sum, in each case,
without duplication, of the amount of all Debt of the Borrower or any of its Subsidiaries of a type
described in clauses (a), (b), (c), (d), and (f) of the definition of “Debt”, and all obligations
of the Borrower and its Subsidiaries under Guarantees described in clause (h) of the definition of
“Debt” if such Guarantees are of obligations of Persons other than the Borrower or any of its
Subsidiaries.



“Convert”, “Conversion” and “Converted” each refers to a conversion of
Advances of one Type into Advances of another Type pursuant to Section 2.11 or
2.14.



“Credit Extension” has the meaning specified in Section 3.03.



“Debt” of any Person means (a) indebtedness of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments,
(c) all obligations of such Person to pay the deferred purchase price of property or services
(other than (i) trade accounts payable in the ordinary course of business (but including trade
accounts payable in the ordinary course of business that are due but not paid within six months of
the incurrence thereof to the extent that such trade accounts payable exceed 5% of the aggregate
Consolidated trade accounts of the Borrower and its Subsidiaries determined by reference to the
Most Recent Financial Statements (but only including the portion of trade accounts that exceeds
such 5% threshold)) and (ii) any earn-out obligation until such obligation becomes a liability on
the balance sheet of such Person in accordance with GAAP), (d) the present value of all obligations
of such Person as lessee under leases which shall have been or should be, in accordance with GAAP,
recorded as Capital Leases, (e) all obligations under, or the net investments outstanding pursuant
to, any Permitted Receivables Financing, (f) all Debt of others secured by (or for which the holder
of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien or property
owned or acquired by such Person, (g) for the purposes of Sections 6.01(d) and
5.02(d) only, obligations of the Borrower and each of its Subsidiaries under each Hedging
Agreement that (i) is in effect on the Effective Date with a counterparty that is a Lender or an
Affiliate of a Lender as of the Effective Date or (ii) is entered into after the Effective Date
with any counterparty that is a Lender or an Affiliate of a Lender at the time such Hedging
Agreement is entered into, and (h) all obligations of such Person under direct or indirect
Guarantees in respect of, and all obligations (contingent or otherwise) of such Person to purchase
or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the kinds referred to in clauses (a) through (d) above;
provided that for purposes of Sections 5.02(e) and (f) and the definition
of “Consolidated Total Debt”, clause (h) will exclude any Guarantee by the Borrower or any
of its Subsidiaries of leases, fixture financing loans and other debt obligations of retailers in
an amount not to exceed $300 million).



“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.



“Defaulting Lender” means any Lender, as determined by the Agent, that has (a) failed
to fund any portion of its Advances or participations in Letters of Credit within three Business
Days of the date required to be funded by it hereunder; (b) notified the Borrower, the Agent or any
LC Bank in writing that it does not intend to comply with any of its funding obligations under this
Agreement or has made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement; (c) failed, within five Business Days after request by
the Agent, to confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Advances and participations in then outstanding Letters of Credit
(provided, that no more than one such confirmation may be requested from any Lender in the
same calendar year); (d) otherwise failed to pay over to the Agent or any other Lender any other
amount required to be paid by it hereunder within five Business Days after the date when due,
unless the subject of a good faith dispute; or (e) (i) becomes or is insolvent or has a parent
company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has a
parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any corporate or board
or other action seeking or agreeing to the appointment of any such Person (including as evidenced
by such Lender or parent company having the Federal Deposit Insurance Corporation or other
governmental authority appointed as a receiver for such Person); provided, that a Lender
shall not become a Defaulting Lender solely as the result of the acquisition or maintenance of an
ownership interest in such Lender or Person controlling such Lender or the exercise of control over
a Lender or Person controlling such Lender by a governmental authority (whether or not having the
force of law) or an instrumentality thereof.



“Deposited Documents” has the meaning specified in Section 3.01.



“Designating Lender” has the meaning specified in Section 8.07.



“Dispositions” has the meaning specified in Section 5.02(c)(iv).



“Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule I hereto, in the
Commitment Increase Agreement required under Section 2.20 pursuant to which it became an
Augmenting Lender, or in the Assignment and Acceptance pursuant to which it became a Lender, or
such other office of such Lender as such Lender may from time to time specify to the Borrower and
the Agent.



“Effective Date” means June 1, 2006.



“Effective Date Borrowings” means the Borrowings made on the Effective Date.



“Effective Date Representation Certificate” means the Effective Date representation
certificate executed and delivered by the Borrower substantially in the form of Exhibit H-1
hereto.



“Eligible Accounts Receivable” means, for any date, Accounts Receivable which are
reflected on a Consolidated balance sheet of the Borrower and its Subsidiaries (other than Foreign
Subsidiaries) as current accounts receivable, excluding (a) that portion of Accounts Receivable
that have been sold to or purchased by a Person that is not a Subsidiary (i) pursuant to any
Permitted Receivables Financing, or (ii) pursuant to any transaction permitted by
Section 5.02(c)(iii), and (b) that portion of Accounts Receivable that are subject
to a Lien pursuant to any Permitted Receivables Financing.



“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, (b) a savings
and loan association, savings bank or farm credit bank and association organized under the laws of
the United States, or any State thereof, and having total assets in excess of $1,000,000,000, (c) a
commercial bank organized under the laws of any other country which is a member of the OECD or has
concluded special lending arrangements with the International Monetary Fund associated with its
General Arrangements to Borrow, or 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 such bank’s
branch, or agency, located in the United States, (d) the central bank of any country which is a
member of the OECD, (e) a commercial finance company organized under the laws of the United States,
or any State thereof, and having total assets in excess of $1,000,000,000, (f) any Lender or
Affiliate of a Lender, (g) any entity (whether a corporation, partnership, trust or otherwise) that
is engaged in making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business, (h) any fund that invests in bank
loans and similar extensions of credit, and (i) such other bank, company, financial institution or
fund to which the Borrower shall consent; provided, however, that notwithstanding
anything to the contrary set forth in this Agreement, no Person that is organized under the laws of
a jurisdiction outside the United States shall be an Eligible Assignee if, at the time of an
assignment pursuant to Section 8.07, such Person would be subject to United States interest
withholding tax at a rate greater than zero; provided further, however,
that neither the Borrower nor any Affiliate of the Borrower shall qualify as an Eligible Assignee.



“Environmental Action” means any administrative, regulatory or judicial action, suit,
demand, demand letter, claim, notice of noncompliance or violation, notice of liability or
potential liability, investigation, proceeding, consent order or consent agreement relating to any
Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or
threat of injury to health, safety or the environment, including (a) by any governmental or
regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or
damages and (b) by any governmental or regulatory authority or any third party for damages,
contribution, indemnification, cost recovery, compensation or injunctive relief.



“Environmental Law” means any federal, state, local or foreign statute, law,
ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation,
policy or guidance relating to the environment, health, safety or Hazardous Materials.



“Environmental Permit” means any permit, approval, identification number, license or
other authorization required under any Environmental Law.



“Equity Interests” means shares of capital stock, partnership interests, joint venture
interests, membership interests in a limited liability or unlimited liability company, beneficial
interests in a trust or other equity ownership interests in a Person (including Voting Stock) of
whatever nature and rights, including warrants or options to acquire 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, is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.



“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the 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; (f) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Borrower 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 or in reorganization, within the meaning of Title IV of ERISA.



“Escrow Account” means account #795931 on deposit at the Escrow Agent.



“Escrow Agent” means Citibank, N.A.



“Escrow Agreement” means the agreement, dated as of the Effective Date, among the
Escrow Agent, the Agent and the other depositors set forth on the signature pages thereto,
substantially in the form of Exhibit I hereto, as amended, supplemented, amended and
restated or otherwise modified from time to time.



“Escrow Deposit” means the deposit by the Lenders of funds on the Effective Date into
the Escrow Account pursuant to the terms hereof.



“Escrow Fee” has the meaning specified in Section 2.08(d).



“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Board of Governors of the Federal Reserve System, as in effect from time to time.



“Events of Default” has the meaning specified in Section 6.01.



“Excess Amount” means the amount by which the aggregate book value of all Dispositions
made in reliance on Section 5.02(c)(iv) in the same Fiscal Year exceeds 10% of the total
assets of the Borrower and its Subsidiaries on a Consolidated basis (determined by reference to the
Most Recent Financial Statements).



“Executive Officer” means, for any Person, a chief financial officer or senior vice
president of finance and for purposes of Section 3.01 only, a chief executive officer or
treasurer.



“Existing Credit Agreement” means the Credit Agreement, dated as of June 1, 2006 (as
amended, supplemented or otherwise modified prior to the Restatement Effective Date), among the
Borrower, certain financial institutions and other Persons from time to time parties thereto in
accordance with the terms of Section 8.07 of the Existing Credit Agreement (the “Existing
Lenders”), the Agent, Bank of America, N.A., Citibank, N.A., and Rabobank International, as the
Co-Syndication Agents, Cobank, ACB and U.S. Bank National Association, as the Co-Documentation
Agents and RBS Securities Corporation, as Sole Lead Arranger and Sole Book Running Manager.



“Existing Indentures” means, collectively, (a) the Indenture dated as of July 1, 1987,
between the Borrower and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company),
(b) the Indenture dated as of November 2, 2001, between the Borrower and JPMorgan Chase Bank, N.A.
(as successor to The Chase Manhattan Bank), as Trustee, including form of Liquid Yield Option Note
due 2031, (c) the Indenture dated as of May 1, 1992, between the Target and U.S. Bank Trust
National Association (as successor to Morgan Guaranty Trust Company of New York) and (d) the
Indenture dated as of May 1, 1995, between ASC and Wells Fargo Bank, National Association (as
successor to The First National Bank of Chicago), in each case, as amended, supplemented or
otherwise modified as of the Effective Date or in accordance with the terms hereof.



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



“Extended Advance Rating Level” means, as of any date of determination, the number set
forth below the column entitled “Extended Advance Rating Level” based upon the credit rating (as
determined below) in effect on such date as follows:



	 	 	 	 	 
	Extended Advance Rating Levels for Revolving-2 Advances and Term B-2 Advances
	 
	Extended Advance Rating Level
	 	Facility Rating

	 	Issuer Rating
	 
	 	 

	 	 
	I
	 	BBB+/Baa1 or higher

	 	BBB-/Baa3
	 
	 	 

	 	 
	II
	 	BBB/Baa2

	 	BB+/Ba1
	 
	 	 

	 	 
	III
	 	BBB-/Baa3

	 	BB/Ba2
	 
	 	 

	 	 
	IV
	 	BB+/Ba1

	 	BB-/Ba3
	 
	 	 

	 	 
	V
	 	BB/Ba2

	 	B+/B1
	 
	 	 

	 	 
	VI
	 	Lower than BB or Ba2

	 	Lower than B+/B1
	 
	 	 

	 	 






provided, that (a) if the S&P Rating on the Facilities and Moody’s Rating (if such ratings are
obtained, at the Borrower’s option) on the Facilities in effect on such date differ by (i) one
level, then the higher rating shall apply and (ii) more than one level, then the level that is one
level below the higher rating shall apply, (b) if on such date (i) the Facilities are not rated by
S&P, then only the Moody’s Rating for the Facilities shall apply, (ii) the Facilities are not rated
by Moody’s, then only the S&P Rating for the Facilities shall apply, (iii) the ratings described in
clauses (b)(i) through (b)(ii) above are not available, then the S&P Issuer Rating
and the Moody’s Issuer Rating (if obtained, at the Borrower’s option) shall apply, provided, that
if the S&P Issuer Rating and Moody’s Issuer Rating in effect on such date differ by (A) one level,
then the higher rating shall apply and (B) more than one level, then the level that is one level
below the higher rating shall apply and (iv) if the ratings described in clauses
(b)(i) through (b)(ii) above are not available and there is no S&P Issuer Rating, then
the Moody’s Issuer Rating shall apply, (v) if the ratings described in clauses
(b)(i) through (b)(ii) above are not available and there is no Moody’s Issuer Rating,
then the S&P Issuer Rating shall apply, (c) if none of the ratings described in clause
(b) shall be available, the credit rating to be applied shall be derived from the long-term
general corporate rating (or, if such rating is not available, to the long-term senior unsecured
debt rating) of the Borrower by another nationally recognized statistical rating organization
designated by the Borrower and approved in writing by the Majority Lenders, and (d) if each of the
ratings described in clause (b) and clause (c) above become unavailable, the
Extended Advance Rating Level in effect immediately prior to such ratings becoming unavailable
shall remain in effect for purposes hereof until one of the ratings described in clause
(b) or clause (c) above become available.



“Extended Letter of Credit” has the meaning specified in Section 2.04(i).



“Facilities” means the credit facilities provided under this Agreement.



“Federal Bankruptcy Code” means the provisions of Title 11 of the United States Code,
11 U.S.C. §§101 et seq.



“Federal Funds Rate” means, for any period, a current market interest rate per annum
equal for each day during such period to 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 for such day (or, if such day
is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions
received by the Agent from three Federal funds brokers of nationally recognized standing selected
by it.



“Fee Letter” means the confidential fee letter, dated as of January 22, 2006, among
RBS, RBS Securities and the Borrower.



“Financial Officer” means, for any Person, the chief executive officer, the chief
financial officer, the senior vice president-finance, the chief accounting officer, the treasurer
or the controller of such Person or any assistant treasurer or any assistant controller of such
Person previously identified in writing to the Agent.



“Fiscal Quarter” means a fiscal quarter of the Borrower.



“Fiscal Year” means a fiscal year of the Borrower.



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



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



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



“Hazardous Materials” means petroleum and petroleum products, byproducts or breakdown
products, radioactive materials, asbestos-containing materials, radon gas and any other chemicals,
materials or substances designated, classified or regulated as being “hazardous” or “toxic”, or
words of similar import, under any federal, state, local or foreign statute, law, ordinance, rule,
regulation, code, order, judgment, decree or judicial or agency interpretation policy or guidance.



“Hedging Agreement” means any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency exchange
rate or commodity price hedging arrangement.



“Holding Account” means an interest-bearing deposit account belonging to the Agent for
the benefit of the Lenders into which the Borrower may be required to make cash deposits pursuant
to the provisions of this Agreement, such account to be under the sole dominion and control of the
Agent and not subject to withdrawal by the Borrower, with any amounts therein to be held for
application toward payment of any outstanding Letters of Credit when drawn upon.



“Immaterial Subsidiary” means (a) until the Borrower has provided financial statements
pursuant to Section 5.01(d), each Subsidiary other than those identified as Subsidiaries
that are not Immaterial Subsidiaries on the Initial Borrowing Date on Schedule VII, and
(b) thereafter, each Subsidiary of the Borrower identified as an “Immaterial Subsidiary” pursuant
to a certificate executed and delivered by an authorized officer of the Borrower to the Agent
within sixty days of the delivery of annual financial statements pursuant to Section
5.01(d)(i)(B) (certifying as to each of the items set forth in the following proviso);
provided that (i) a Subsidiary, other than Beryl (but only for so long as Beryl is an
insurance company and continues to be regulated by the applicable governmental authorities having
jurisdiction over insurance companies), shall not be an Immaterial Subsidiary if the book value of
its assets (net of assets arising from intercompany transactions that would be eliminated on a
Consolidated balance sheet of the Borrower) exceed 1% of the total assets of the Borrower and its
Subsidiaries on a Consolidated basis and (ii) the aggregate book value of the assets of all
Immaterial Subsidiaries other than Beryl (but only for so long as Beryl is an insurance company and
continues to be regulated by the applicable governmental authorities having jurisdiction over
insurance companies) (net of assets arising from intercompany transactions that would be eliminated
on a Consolidated balance sheet of the Borrower) shall not exceed 5% of the total assets of the
Borrower and its Subsidiaries on a Consolidated basis, in each case as determined for the most
recently completed Fiscal Quarter for which the Borrower has provided financial statements pursuant
to Section 5.01(d).



“including” means “including without limitation”.



“Incremental Revolving Advance Commitment Amount” has the meaning specified in
Section 2.20(a).



“Incremental Revolving Commitment” has the meaning specified in
Section 2.20(a).



“Indemnified Party” has the meaning specified in Section 8.08.



“Information Memorandum” means the Confidential Information Memorandum dated May,
2006, with respect to the Borrower.



“Initial Borrowing Date” means the date on which the conditions specified in
Section 3.02 have been satisfied.



“Initial Borrowing Date Representation Certificate” means the Initial Borrowing Date
representation certificate executed and delivered by the Borrower substantially in the form of
Exhibit H-2 hereto.



“Initial Borrowing Request” has the meaning specified in Section 3.01.



“Interco Disposition Amount” means an aggregate amount equal to (a) in any Fiscal
Year, 10% of the total assets of the Borrower and its Subsidiaries and (b) over the term of this
Agreement, 25% of the total assets of the Borrower and its Subsidiaries on a Consolidated basis, in
each case, determined by reference to the Most Recent Financial Statements. When calculating the
total amount of assets that have been transferred from a Subsidiary Guarantor to the Borrower, New
Albertsons or ASC for the purposes of this definition, assets transferred from the Borrower, New
Albertsons or ASC (whether by merger, consolidation, sale, transfer, lease or other disposition) to
a Subsidiary Guarantor other than the New Albertsons or ASC after the consummation of the
Transaction, shall reduce the aggregate amount of assets transferred at such time based on the
value of the assets at the time of such transfer (as used to determine the total assets of the
Borrower and its Subsidiaries on a Consolidated basis at such time).



“Interest Period” means, for each LIBOR Advance comprising part of the same Revolving
Borrowing or Term Borrowing, the period commencing on the date of such LIBOR Advance or the date of
the Conversion of any such Advance into such a LIBOR Advance and ending on the last day of the
period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent
period commencing on the last day of the immediately preceding Interest Period and ending on the
last day of the period selected by the Borrower pursuant to the provisions below. The duration of
each such Interest Period for a LIBOR Borrowing shall be 1, 2, 3 or 6 months and, with the consent
of all Lenders, 9 months, in each case as the Borrower may, upon notice received by, the Agent not
later than 11:00 A.M. (New York City time) on the third Business Day, prior to the first day of
such Interest Period, select; provided, however, that:




(a) the duration of any Interest Period which commences before the Termination Date
and would otherwise end after such date shall end on such date;




(b) Interest Periods commencing on the same date for LIBOR Advances comprising part of
the same Borrowing shall be of the same duration;




(c) whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to occur on the
next succeeding Business Day, provided that, if such extension would cause the last
day of such Interest Period to occur in the next following calendar month, the last day of
such Interest Period shall occur on the next preceding Business Day; and




(d) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the last calendar
month of such Interest Period, such Interest Period shall end on the last Business Day of
such calendar month.



“Inventory” means, for any date, inventory that is located in the United States of
America and would be reflected on a Consolidated balance sheet of the Borrower and its Subsidiaries
(other than Foreign Subsidiaries) prepared as of such date in accordance with GAAP.



“Issuance Request” means a Letter of Credit request and certificate duly executed by
an authorized officer of the Borrower, substantially in the form of Exhibit B-2 hereto.



“LC Bank” means (i) RBS, Bank of America, N.A., U.S. Bank National Association,
Rabobank International and, with the consent of the Agent and the Borrower, any other consenting
Lender and (ii) in respect of any Letter of Credit identified on Schedule V, the bank that
issued such Letter of Credit.



“LC Exposure” means, at any time and for any Revolving Lender, an amount equal to such
Revolving Lender’s Revolving Percentage of the aggregate amount of Letter of Credit Liabilities at
such time.



“Lead Arrangers” has the meaning specified in the preamble.



“Lender Affiliate” means, (a) with respect to any Lender, (i) an Affiliate of such
Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged
in making, purchasing, holding or otherwise investing in bank loans and similar extensions of
credit in the ordinary course of its business and is administered or managed by a Lender or an
Affiliate of such Lender and (b) with respect to any Lender that is a fund that invests in bank
loans and similar extensions of credit, any other fund that invests in bank loans and similar
extensions of credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.



“Lenders” means the banks and the other financial institutions party hereto, any
Augmenting Lender that shall become a party hereto pursuant to Section 2.20, and each
Eligible Assignee that shall become a party hereto pursuant to Section 8.07.



“Letter of Credit Liabilities” means, at any time and in respect of any Letter of
Credit, the sum, without duplication, of (a) the amount available for drawing under such Letter of
Credit plus (b) the aggregate unpaid amount of all Reimbursement Obligations in respect of
previous drawings made under such Letter of Credit.



“Letters of Credit” means (a) any letter of credit issued by an LC Bank for the
account of the Borrower pursuant to Section 2.04 and (b) the Existing Letters of Credit.



“LIBOR” means, for any Interest Period for any LIBOR Advance comprising part of the
same Borrowing, the rate by reference to the British Bankers’ Association Interest Settlement Rates
for deposits in Dollars (as set forth by the Bloomberg Information Service or any successor thereto
or any other service selected by the Agent which has been nominated by the British Bankers’
Association as an authorized information vendor for the purpose of displaying such rates), as
determined by the Agent from time to time for the purpose of providing quotations of interest rates
applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 A.M.
(London time) two Business Days prior to the commencement of such Interest Period, as the rate for
U.S. dollar deposits with a maturity comparable to such Interest Period. In the event that such
rate is not available at such time for any reason, then “LIBOR” with respect to such LIBOR Advance
for such Interest Period shall be an interest rate per annum equal to the average (rounded upward
to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of
the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of
the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period in an amount
substantially equal to the greater of (a) $1,000,000 and (b) such Reference Banks’ LIBOR Advance
comprising part of such Borrowing, and for a period equal to such Interest Period.



“LIBOR Advance” means an Advance that bears interest as provided in
Section 2.08(a)(ii).



“LIBOR Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “LIBOR Lending Office” opposite its name on Schedule I hereto, in the
Commitment Increase Agreement pursuant to which it became an Augmenting Lender pursuant to
Section 2.20 (or, if no such office is specified, its Domestic Lending Office), or in the
Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified,
its Domestic Lending Office) or such other office of such Lender as such Lender may from time to
time specify in writing to the Borrower and the Agent.



“LIBOR Reserve Percentage” of any Lender for any Interest Period for any LIBOR Advance
means the reserve percentage applicable during such Interest Period (or if more than one such
percentage shall be so applicable, the daily average of such percentages for those days in such
Interest Period during which any such percentage shall be so applicable) under regulations issued
from time to time by the Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of
or including Eurocurrency Liabilities having a term equal to such Interest Period.



“Lien” means any lien, security interest, charge or similar encumbrance, or any lien
or retained security title of a conditional vendor and any other encumbrance on title to real
property to secure repayment of a liability.



“Loan Documents” means this Agreement, the Security Documents, the Notes, the Fee
Letter, the Initial Borrowing Date Representation Certificate, the Effective Date Representation
Certificate, the Amendment and Restatement Agreement, and the Letters of Credit.



“Majority Lenders” means at any time Lenders holding more than 50% (without
duplication) of the then aggregate unpaid principal amount of the Advances plus the then aggregate
unpaid amount of Letter of Credit Liabilities (with the aggregate principal amount of each Lender’s
risk participation and funded participation in Letter of Credit Liabilities being deemed “held” by
such Lender for purposes of this definition) plus the aggregate unused amount of the Commitments.



“Majority Revolving Lenders” means at any time Revolving Lenders holding more than 50%
(without duplication) of the then aggregate unpaid principal amount of Revolving Advances plus the
then unpaid amount of Letter of Credit Liabilities (with the aggregate principal amount of each
Lender’s risk participation and funded participation in Letter of Credit Liabilities being deemed
“held” by such Lender for purposes of this definition) plus the aggregate unused amount of the
Revolving Advance Commitments.



“Material Acquisition” means any acquisition of property or series of related
acquisitions of property that involves consideration in excess of $100,000,000.



“Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations or condition (financial or otherwise), of the Borrower and its Subsidiaries taken as a
whole, (b) the ability of the Borrower to perform any of its obligations under any Loan Document or
(c) the rights of or benefits available to the Lenders under any Loan Document.



“Material Disposition” means any sale, transfer or other disposition of property or
series of related sales, transfers or other dispositions of property that yields gross proceeds to
the Borrower or any Subsidiary in excess of $100,000,000.



“Merger Agreement” is defined in the Existing Credit Agreement.



“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.



“Moody’s Issuer Rating” has the meaning specified in the definition of “Applicable
Rating Level”.



“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to specified debt issued by the Borrower or with respect to the
Borrower.



“Most Recent Financial Statements” means, with respect to a reference to Consolidated
financial statements of the Borrower and its Subsidiaries, the most recent financial statements
submitted to the Agent pursuant to Section 5.01(d)(i)(B), or, if no such audited financial
statements have been submitted, by reference to the pro forma financial statements provided to the
Lenders prior to the Effective Date.



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



“Net Disposition Proceeds” means the gross cash proceeds received by the Borrower or
its Subsidiaries from any Disposition of assets and any cash payment received in respect of
promissory notes or other non-cash consideration delivered to the Borrower or its Subsidiaries in
respect thereof, minus the sum of (i) all reasonable and customary legal, investment banking, due
diligence, brokerage, accounting and similar fees and expenses incurred in connection with such
Disposition, (ii) all taxes actually paid or estimated by the Borrower to be payable in cash within
the next 18 months in connection with such Disposition, (iii) payments made by the Borrower or its
Subsidiaries to retire Indebtedness (other than the Advances) that either (y) is secured by a Lien
on the assets included in the Disposition or (z) was originally incurred by the Borrower or a
Subsidiary whose assets are included in the Disposition, in each case where payment of such
Indebtedness is required in connection with such Disposition; and (iv) payments made on accounts
payable or other obligations by the Borrower and its Subsidiaries that are retained, and payment of
which is a condition or requirement in connection with such Disposition (provided, that if the
actual amount of such account payable or other obligation is less than that which the Borrower or
such Subsidiary estimated, then such excess amount shall constitute Net Disposition Proceeds);
provided, further, that the amount of estimated taxes pursuant to clause
(ii) in excess of the amount of taxes actually required to be paid in cash in respect of such
Disposition within such 18-month period shall constitute Net Disposition Proceeds.



“New Albertsons” is defined in the Existing Credit Agreement.



“Non-Defaulting Lender” means a Lender that is not a Defaulting Lender.



“Note” means a Revolving Note, a Term A Note or a Term B Note.



“Notice of Borrowing” has the meaning specified in Section 2.02(a).



“Non-Consenting Lender” has the meaning specified in Section 2.18(b).



“Obligations” means all obligations (monetary or otherwise, whether absolute or
contingent, matured or unmatured) of the Borrower and each other Obligor arising under or in
connection with a Loan Document or a Rate Protection Agreement, including Reimbursement Obligations
and the principal of and premium, if any, and interest (including interest accruing during the
pendency of any proceeding of the type described in Sections 6.01(e) or (f),
whether or not allowed in such proceeding) on the Advances.



“Obligor” means, as the context may require, the Borrower and each Subsidiary
Guarantor.



“OECD” means the Organization for Economic Cooperation and Development.



“Other Agents” has the meaning specified in the preamble.



“Other Taxes” has the meaning specified in Section 2.17(b).



“Participant” has the meaning specified in Section 8.07(b).



“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56
(signed into law October 26, 2001)).



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



“Percentage” means, with respect to each Lender, the percentage equal to a fraction
the numerator of which is the amount of such Lender’s Commitment (or, in the event any of the
Commitments have been terminated, such Lender’s outstanding Advances under that Commitment) and the
denominator of which is the aggregate amount of the Commitments (or, in the event any of the
Commitments have been terminated, the aggregate amount of the outstanding Advances under those
Commitments) of the Lenders.



“Permitted Receivables Financing” means (a) the sale by the Borrower and certain
Subsidiaries of the Borrower of accounts receivable to a Receivables Subsidiary pursuant to any
Receivables Purchase Agreement, (b) the sale of such accounts receivable (or participations
therein) by a Receivables Subsidiary to certain purchasers pursuant to a Receivables Transfer
Agreement and (c) any other accounts receivable financing the terms of which are no more adverse to
the Lenders in any material way than the terms of the Permitted Receivables Financing referred to
in clauses (a) and (b) above.



“Person” means an individual, partnership, corporation (including a business trust),
limited liability company, joint stock company, trust, unincorporated association, joint venture or
other entity, or a government or any political subdivision or agency thereof.



“Plan” means any employee pension benefit plan (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 or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.



“Platform” has the meaning specified in Section 7.11.



“Pledge Agreement” means the Pledge Agreement executed and delivered by an authorized
officer of each Pledgor required hereby to execute it, substantially in the form of Exhibit
G hereto, as amended, supplemented, amended and restated or otherwise modified from time to
time.



“Pledgor” means, as applicable, the Borrower or any domestic Subsidiary that owns
Equity Interests in a Subsidiary that is a Subsidiary Guarantor.



“Prepaid Amount” means, an amount equal to the sum of (i) Net Disposition Proceeds
arising from Dispositions made pursuant to Section 5.02(c)(iv) which do not constitute an
Excess Amount that have been applied to prepay Term Advances pursuant to Section
2.12(b)(iii), plus (ii) the amount, if any, of any Retention Amount that has been applied to
prepay Term Advances pursuant to Section 2.12(b)(iii), plus (iii) voluntary prepayments
made to the Term Advances pursuant to Section 2.12(b) in anticipation of one or more
subsequent Dispositions of assets, applied pro rata between the Term A Advances and Term B Advances
and applied to the amortization of the Term Advances in pro rata order of payment, and either
identified by the Borrower to the Agent as a Prepaid Amount on or within ten Business Days prior to
such prepayment or, at the Borrower’s election, on or within ten Business Days prior to the date of
the consummation of such subsequent Disposition, minus (iv) as of any date of determination, any
Prepaid Amounts that have been used prior to such date of determination to reduce the Required
Amount.



“Prime Rate” means the rate of interest per annum announced from time to time by the
Agent as its prime rate in effect at its principal office or any other office specified by the
Agent in writing; each change in the Prime Rate shall be effective from and including the date such
change is announced as being effective.



“Quarterly Payment Date” means the last day of March, June, September and December or,
if any such day is not a Business Day, the next succeeding Business Day.



“Rate Protection Agreement” means, collectively, any interest rate swap, cap, collar
or similar agreement entered into by the Borrower or any of its Subsidiaries under which the
counterparty of such agreement is (or at the time such agreement was entered into, was) a Lender or
an Affiliate of a Lender.



“RBS” has the meaning specified in the preamble.



“Receivables Purchase Agreement” means (a) each Purchase Agreement as defined in the
receivables purchase agreement referred to in clause (a) of the definition of the term
“Receivables Transfer Agreement” and (b) any agreement amending, supplementing, extending,
refinancing or replacing such Receivables Purchase Agreement, in whole or in part, provided
that such replacing agreement contains terms that are no more adverse to the Lenders in any
material way than the applicable terms of such Receivables Purchase Agreement.



“Receivables Subsidiary” means Supervalu Receivables Funding Corporation, a Delaware
corporation, and any other special-purpose, bankruptcy-remote Subsidiary of the Borrower created
and maintained solely to effect a Permitted Receivables Financing.



“Receivables Transfer Agreement” means (a) the Receivables Purchase Agreement dated as
of August 16, 2001, as amended, modified, or amended and restated from time to time, among a
Receivables Subsidiary, the Borrower as servicer, Delaware Funding Corporation as conduit
purchaser, JPMorgan Chase Bank, N.A. (formerly Morgan Guaranty Trust Company of New York) as
administrative agent and as facility agent for certain persons, Blue Ridge Asset Funding
Corporation as a conduit purchaser, Wachovia Bank N.A. as facility agent for certain persons and
the other conduit purchasers, alternate purchasers and facility agents party thereto and the
Subsidiaries party thereto, and (b) any agreement amending, supplementing, extending, refinancing
or replacing, in whole or in part, such Receivables Transfer Agreement, provided that such
replacing agreement contains terms that are no more adverse to the Lenders in any material way than
the applicable terms of such Receivables Transfer Agreement.



“Reference Banks” means RBS and Bank of America, N.A. or any successor Reference Bank
appointed pursuant to Section 2.10(c).



“Reference Period” has the meaning specified in Section 1.03(b).



“Register” has the meaning specified in Section 8.07(e).



“Reimbursement Obligations” means at any date the obligations of the Borrower then
outstanding under Section 2.04 to reimburse the LC Bank for the amount paid by the LC Bank
in respect of a drawing under a Letter of Credit.



“Required Amount” means, in respect of a Disposition made in reliance on Section
5.02(c)(iv) which constitutes or includes any Excess Amount, an amount equal to (i) the
Threshold Amount minus (ii) the Prepaid Amount; provided, that the Required Amount for any
Disposition for which the Net Disposition Proceeds are less than or equal to $5,000,000 shall be
zero.



“Restatement Effective Date” means April 5, 2010.



“Retention Amount” means, with respect to any Disposition (or portion thereof) made in
reliance on Section 5.02(c)(iv) which constitutes or includes any Excess Amount, an amount
equal to (a) the Net Disposition Proceeds received with respect to such Disposition (or the portion
thereof which constitutes an Excess Amount), minus (b) the Required Amount.



“Revolving-1 Advance” means a Revolving Advance (a) outstanding under the Existing
Credit Agreement as of the Restatement Effective Date and owing to a Lender (other than an
Extending Lender, as defined in the Amendment and Restatement Agreement) that became a Revolving-1
Advance hereunder pursuant to the Amendment and Restatement Agreement, or (b) made by a Revolving-1
Lender as part of a Revolving Borrowing pursuant to Section 2.01(a)(i).



“Revolving-1 Advance Commitment” means, with respect to each Revolving-1 Lender, the
commitment of such Revolving-1 Lender to make Revolving-1 Advances and to acquire participations in
Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum
aggregate amount at any time of the sum of the outstanding principal amount of such Revolving-1
Lender’s Revolving-1 Advances, its LC Exposure and its Swingline Exposure at such time, as such
commitment may be (a) reduced from time to time pursuant to Section 2.06, or (b) reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to Section
8.07. The amount of each Revolving-1 Lender’s Revolving-1 Advance Commitment as of the
Restatement Effective Date is set forth on Schedule I hereto.



“Revolving-1 Advance Commitment Termination Date” means the earlier of June 2, 2011
and the date of termination in whole of the Commitments pursuant to Section 2.06 or
6.01.



“Revolving-1 Lender” means a “Revolving Lender” under (and as defined in) the Existing
Credit Agreement that has elected not to extend the date of its Revolving Advance Commitment
Termination Date under the Existing Credit Agreement on the Restatement Effective Date, as further
identified on Schedule I hereto.



“Revolving-1 Note” means a promissory note of the Borrower payable to the order of any
Revolving-1 Lender, in substantially the form of Exhibit A-3 hereto, evidencing the
aggregate indebtedness of the Borrower to such Lender resulting from the Revolving-1 Advances made
by such Revolving-1 Lender.



“Revolving-2 Advance” means a Revolving Advance that was (a) outstanding under the
Existing Credit Agreement as of the Restatement Effective Date and owing to an Extending Lender (as
defined in the Amendment and Restatement Agreement) that became a Revolving-2 Advance hereunder
pursuant to the Amendment and Restatement Agreement, (b) made by a Revolving-2 Lender as part of a
Revolving  Borrowing pursuant to Section 2.01(a)(ii) or (c) made pursuant to Section
2.20.



“Revolving-2 Advance Commitment” means, with respect to each Revolving-2 Lender, the
commitment of such Revolving-2 Lender to make Revolving-2 Advances and to acquire participations in
Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum
aggregate amount at any time of the sum of the outstanding principal amount of such Revolving-2
Lender’s Revolving-2 Advances, its LC Exposure and its Swingline Exposure at such time, as such
commitment may be (a) reduced from time to time pursuant to Section 2.06, (b) increased
pursuant to Section 2.20, or (c) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 8.07. The amount of each Revolving-2
Lender’s Revolving-2 Advance Commitment as of the Restatement Effective Date is set forth on
Schedule I hereto.



“Revolving-2 Advance Commitment Termination Date” means the earlier of (a) April 5,
2015 or (b) the date of termination in whole of the Commitments pursuant to Section 2.06 or
6.01.



“Revolving-2 Lender” means, collectively, a Revolving Lender under (and as defined
in) the Existing Credit Agreement that has elected to extend the date of its Revolving Advance
Commitment Termination Date under the Existing Credit Agreement and therefore is identified as an
“Extending Lender” under the Amendment and Restatement Agreement, as further identified on
Schedule I hereto and any other Person that becomes a Revolving-2 Lender on or after the
Restatement Effective Date by way of Section 2.20 or by way of assignment of Revolving-2
Advance Commitments pursuant to Section 8.07.



“Revolving-2 Note” means a promissory note of the Borrower payable to the order of any
Revolving-2 Lender, in substantially the form of Exhibit A-5 hereto, evidencing the aggregate
indebtedness of the Borrower to such Lender resulting from the Revolving-2 Advances made by such
Revolving-2 Lender.



“Revolving Advance” means, as the context may require, a Revolving-1 Advance or a
Revolving-2 Advance.



“Revolving Advance Commitment” means, as the context may require, a Revolving-1
Advance Commitment or a Revolving-2 Advance Commitment and collectively means all of the
Revolving-1 Advance Commitments and Revolving-2 Advance Commitments.



“Revolving Advance Commitment Termination Date” means, as the context may require, the
Revolving-1 Advance Commitment Termination Date or the Revolving-2 Advance Commitment Termination
Date.



“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Advances
of the same Type made by all of the applicable Revolving Lenders pursuant to
Section 2.01(a).



“Revolving Note” means, as the context may require, a Revolving-1 Note or a
Revolving-2 Note.



“Revolving Lender” means, as the context may require, a Revolving-1 Lender or a
Revolving-2 Lender, and “Revolving Lenders” collectively means all of the Revolving-1
Lenders and the Revolving-2 Lenders.



“Revolving Percentage” means, with respect to each Revolving Lender on any date, the
percentage equal to a fraction the numerator of which is the amount of such Revolving Lender’s
Revolving Advance Commitment on such date and the denominator of which is the aggregate amount of
the Revolving Advance Commitments of all Revolving Lenders on such date.



“Secured Parties” means, collectively, the Lenders, each LC Bank, the Agent, each
counterparty to a Rate Protection Agreement that is (or at the time such Rate Protection Agreement
was entered into, was) a Lender or an Affiliate thereof and (in each case), each of their
respective successors, transferees and assigns.



“Security Documents” means the Subsidiary Guaranty, the Pledge Agreement and each
other agreement, instrument or document executed and delivered pursuant to any of the foregoing or
pursuant to Section 5.01(i) and includes any agreement pursuant to which the Agent is
granted a Lien by an Obligor to secure the Obligations.



“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
Inc., or any successor thereto.



“S&P Issuer Rating” has the meaning specified in the definition of “Applicable
Rating Level”.



“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to specified debt issued by the Borrower or with respect to the Borrower.



“SPV” has the meaning specified in Section 8.07.



“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (a) the issued and
outstanding capital stock or other Equity Interests having ordinary voting power to elect a
majority of the board of directors of such entity or organization (irrespective of whether at the
time capital stock or other Equity Interests of any other class or classes of such entity or
organization shall or might have voting power upon the occurrence of any contingency), (b) the
interest in the capital or profits of such entity or organization or (c) the beneficial interest in
such trust or estate is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries. Unless the context otherwise specifically requires, the term “Subsidiary” shall be a
reference to a Subsidiary of the Borrower.



“Subsidiary Guarantor” means each domestic Subsidiary that is not an Immaterial
Subsidiary or a Receivables Subsidiary.



“Subsidiary Guaranty” means the Subsidiary Guaranty executed and delivered by an
authorized officer of each Subsidiary Guarantor pursuant to the terms of this Agreement,
substantially in the form of Exhibit F hereto, as amended, supplemented, amended and
restated or otherwise modified from time to time.



“Swingline Borrowing” means a borrowing consisting of a Swingline Loan made pursuant
to Section 2.03.



“Swingline Commitment” means the obligation of the Swingline Lender to make Swingline
Loans to the Borrower in aggregate principal amount at any one time outstanding not to exceed
$100,000,000.



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



“Swingline Lender” means RBS, in its capacity as the Swingline Lender under the
swingline facility described in Section 2.03, and its successors in such capacity.



“Swingline Loan” means a loan made by the Swingline Lender pursuant to Section
2.03.



“Target” means New Albertson’s Inc., an Ohio corporation.



“Target Material Adverse Effect” is defined in the Existing Credit Agreement.



“Taxes” has the meaning specified in Section 2.17(a).



“Term A Advances” means the Term A Advances that are outstanding under the Existing
Credit Agreement as of the Restatement Effective Date and owing to the Term A Lenders, which on the
Restatement Effective Date equaled $365,625,000.



“Term A Borrowing” means a borrowing consisting of simultaneous Term A Advances of the
same Type made by each of the applicable Lenders.



“Term A Commitment” is defined in the Existing Credit Agreement.



“Term A Commitment Termination Date” means the earlier of (i) June 2, 2011 or (ii) the
date on which the Term A Advances become due and payable pursuant to Section 6.01.



“Term A Note” means a promissory note of the Borrower payable to the order of any
applicable Lender, in substantially the form of Exhibit A-1 hereto, evidencing the
indebtedness of the Borrower to such Lender resulting from a Term A Advance made by such Lender.



“Term Advances” means, collectively, the Term A Advances and Term B Advances.



“Term B Advances” means, as the context may require, a Term B-1 Advance or a Term B-2
Advance, and refers to a Base Rate Advance or LIBOR Advance.



“Term B Borrowing” means a borrowing consisting of simultaneous Term B Advances of the
same Type made by each of the applicable Lenders.



“Term B Commitment” is defined in the Existing Credit Agreement.



“Term B Commitment Termination Date” means, as the context may require, the Term B-1
Commitment Termination Date or the Term B-2 Commitment Termination Date.



“Term B Note” means, as the context may require, a Term B-1 Note or a Term B-2 Note.



“Term B-1 Advance” means a Term B Advance that was outstanding under the Existing
Credit Agreement as of the Restatement Effective Date and owing to a Lender (other than an
Extending Lender, as defined in the Amendment and Restatement Agreement) that became a Term B-1
Advance hereunder pursuant to the Amendment and Restatement Agreement.



“Term B-1 Commitment Termination Date” means the earlier of (i) June 2, 2012 or
(ii) the date on which the Term B Advances become due and payable pursuant to Section 6.01.



“Term B-1 Note” means a promissory note of the Borrower payable to the order of any
applicable Lender, in substantially the form of Exhibit A-2 hereto, evidencing the
indebtedness of the Borrower to such Lender resulting from a Term B-1 Advance made by such Lender.



“Term B-2 Advance” means a Term B Advance that was outstanding under the Existing
Credit Agreement as of the Restatement Effective Date and owing to an Extending Lender (as defined
in the Amendment and Restatement Agreement) that became a Term B-2 Advance hereunder pursuant to
the Amendment and Restatement Agreement.



“Term B-2 Commitment Termination Date” means the earlier of (i) October 5, 2015 or
(ii) the date on which the Term B Advances become due and payable pursuant to
Section 6.01.



“Term B-2 Note” means a promissory note of the Borrower payable to the order of any
applicable Lender, in substantially the form of Exhibit A-4 hereto, evidencing the
indebtedness of the Borrower to such Lender resulting from a Term B-2 Advance made by such Lender.



“Term Lender” means any Lender that is owed any Term Advances.



“Term Percentage” means, with respect to each Term Lender on any day, the percentage
equal to a fraction the numerator of which is the amount of such Term Lender’s Term Advances on
such day and the denominator of which is the aggregate amount of the Term Advances of all Term
Lenders on such date.



“Termination Date” means the date on which all Obligations (other than (a) contingent
indemnification and expense reimbursement obligations not yet accrued and payable and
(b) Obligations under Rate Protection Agreements) have been paid in full in cash, all Letters of
Credit have been terminated or expired (or been cash collateralized pursuant to Section
2.04(h) or to the reasonable satisfaction of the Agent) and all Commitments shall have
terminated.



“Threshold Amount” means 90% of the Net Disposition Proceeds received from any
Disposition (or portion thereof) made by the Borrower and its Subsidiaries in reliance on
Section 5.02(c)(iv) to the extent such Disposition (or such portion thereof) constitutes an
Excess Amount (but, with respect to any Disposition consisting only in part of an Excess Amount,
only the Net Disposition Proceeds of the portion of the Disposition that constitutes an Excess
Amount shall be included in the calculation of the Threshold Amount).



“Transaction” is defined in the Existing Credit Agreement.



“Type”, when used in respect of any Advance, shall mean Base Rate Advance or LIBOR
Advance.



“UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York; provided that, if, with respect to any financing statement or by reason of any
provisions of law, the perfection or the effect of perfection or non-perfection or the priority of
the security interests granted to the Agent pursuant to the applicable Loan Document is governed by
the Uniform Commercial Code as in effect in a jurisdiction of the United States other than
New York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions of each Loan Document and any financing statement
relating to such perfection or effect of perfection or non-perfection or priority.



“Voting Participant” is defined in Section 8.07(b).



“Voting Participant Notification” is defined in Section 8.07(b).



“Voting Stock” means Equity Interests in any Person, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.



“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.



SECTION 1.02. Computation of Time Periods. In this Agreement in the computation of periods
of time from a specified date to a later specified date, the word “from” means “from and including”
and the words “to” and “until” each means “to but excluding”.



SECTION 1.03. Accounting Terms; GAAP.




(a) Except as otherwise expressly provided herein, all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from time to
time; provided that, if the Borrower notifies the 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 Agent notifies the Borrower that the Majority 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.




(b) For the purposes of calculating Consolidated EBITDA for any period of four
consecutive Fiscal Quarters (each, a “Reference Period”), if during such Reference
Period (or, in the case of pro forma calculations, during the period from the last day of
such Reference Period to and including the date as of which such calculation is made) the
Borrower or any Subsidiary shall have made a Material Disposition or Material Acquisition,
Consolidated EBITDA for such Reference Period shall be calculated on a pro forma basis as
if such Material Disposition or Material Acquisition occurred on the first day of such
Reference Period (with the Reference Period for the purposes of pro forma calculations
being the most recent period of four consecutive Fiscal Quarters for which the relevant
financial information is available).




(c) To the extent any computations are required to be made hereunder on a “pro forma
basis” such computations shall reflect, on a pro forma basis, the applicable event and, to
the extent applicable, the historical earnings and cash flows associated with the assets
acquired or disposed of and any related incurrence or reduction of Debt, and may reflect
any projected synergies or similar benefits expected to be realized as a result of such
event to the extent such synergies or similar benefits would be permitted to be reflected
in financial statements prepared in compliance with Article 11 of Regulation S-X under the
Securities Act of 1933, as amended.



ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES




SECTION 2.01. The Advances(a) . (a)  The Revolving Lenders agree as
follows:




(i) Each Revolving-1 Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Revolving-1 Advances to the Borrower from time to time on any Business
Day during the period from the Effective Date until the Revolving-1 Advance Commitment
Termination Date in amounts such that the sum of (A) the aggregate principal amount of
Revolving-1 Advances by such Revolving-1 Lender plus (B) such Revolving-1 Lender’s
Swingline Exposure plus (C) such Revolving-1 Lender’s LC Exposure at any one time
outstanding shall not exceed such Revolving-1 Lender’s Revolving Advance Commitment; and




(ii) each Revolving-2 Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Revolving-2 Advances to the Borrower from time to time on any Business
Day during the period from the Restatement Effective Date until the Revolving-2 Advance
Commitment Termination Date in amounts such that the sum of (A) the aggregate principal
amount of Revolving-2 Advances by such Revolving-2 Lender plus (B) such Revolving-2
Lender’s Swingline Exposure plus (C) such Revolving-2 Lender’s LC Exposure at any
one time outstanding shall not exceed such Revolving-2 Lender’s Revolving-2 Advance
Commitment.  If all of the conditions set forth in Section 3.03 have been satisfied on the
Revolving-1 Advance Commitment Termination Date, and the Borrower has delivered a
certificate to the Agent representing and warranting to that effect, then on the
Revolving-1 Advance Commitment Termination Date the Borrower shall make a Borrowing of
Revolving-2 Advances in an amount equal to the aggregate amount of Revolving-1 Advances
then outstanding and each Revolving-2 Lender shall be deemed to have assumed (i) the
Swingline Exposure and (ii) the LC Exposure associated with Letters of Credit issued by LC
Banks that are Revolving-2 Lenders and which were in each case participated in by the
Revolving-1 Lenders on the Revolving-1 Advance Commitment Termination Date according to
such Revolving-2 Lender’s Revolving Percentage, up to a maximum amount for such Revolving-2
Lender not to exceed (when aggregated with the Revolving-2 Advances of such Lender and such
Revolving-2 Lender’s Swingline Exposure and LC Exposure immediately prior to such deemed
assumption) such Revolving-2 Lender’s Revolving-2 Advance Commitment.  If the conditions
set forth in Section 3.03 have not been so satisfied or waived in accordance with
this Agreement on such date, then the Borrower shall Cash Collateralize the LC Exposure and
the Swingline Exposure of Revolving-1 Lenders on the Revolving-1 Advance Commitment
Termination Date.  If the conditions set forth in Section 3.03 have been so
satisfied or waived, or are capable of being satisfied, in accordance with this Agreement
on such date, but the unused Revolving-2 Advance Commitments as of the Revolving-1 Advance
Commitment Termination Date is inadequate to support both the Borrowing Revolving-2
Advances to repay the outstanding Revolving-1 Advances and the assumption of the Swingline
Exposure and LC Exposure provided for in this Section 2.01(a)(ii), then the Borrower shall
either (I) pay a portion of the Revolving-1 Advances or (II) Cash Collateralize the
Swingline Exposure and the LC Exposure of the Revolving-1 Lenders, such that after giving
effect to such Borrowing, payment, assumption and/or Cash Collateralization (1) all of the
amounts owed to the Revolving-1 Lenders on in connection with the Revolving-1 Advances
shall have been paid; (2) all of the Swingline Exposure and LC Exposure of such Revolving-1
Lenders in connection with such Letters of Credit issued by LC Banks that are Revolving-2
Lenders shall have been either assumed by Revolving-2 Lenders or Cash Collateralized by the
Borrower and (3) the sum of the outstanding Revolving-2 Advances plus Swingline Exposure
plus LC Exposure of each Revolving-2 Lender shall not exceed such Revolving-2 Lender’s
Revolving-2 Advance Commitment.   Notwithstanding the foregoing or Sections 2.03(a)
or 2.04(a), upon the Revolving-1 Advance Commitment Termination Date, each
Revolving-1 Lender shall be relieved of its participation in Letters of Credit and
Swingline Loans that expire after the Revolving-1 Advance Commitment Termination Date.



Subject to the foregoing limits, the Borrower and the Revolving Lenders agree that prior to the
Revolving-1 Advance Commitment Termination Date, Revolving-1 Advances and Revolving-2 Advances
shall be made simultaneously by each Revolving Lender on the date of the requested Revolving
Borrowing, in an amount equal to each such Revolving Lender’s Revolving Percentage multiplied by
the aggregate amount of the requested Revolving Borrowing. Within the limits of each Revolving
Lender’s Revolving Advance Commitment, the Borrower may from time to time, solely with respect to
Revolving Advances, borrow under this Section 2.01(a), prepay pursuant to
Section 2.12(b) and reborrow under this Section 2.01(a).



(b) On the Restatement Effective Date, the aggregate outstanding principal amount of Term A
Advances is $365,625,000. No amounts paid or prepaid with respect to Term A Advances may be
reborrowed.



(c) On the Restatement Effective Date, the outstanding aggregate principal amount of the Term
B-1 Advances was $502,255,000 and of Term B-2 Advances was $500,000,000. No amounts paid or
prepaid with respect to Term B Advances may be reborrowed.



(d) Each Borrowing shall be in an aggregate amount not less than $20,000,000 or an integral
multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the
same day by the Lenders ratably according to their respective Commitments.



SECTION 2.02. Making the Advances. (a) Each Borrowing shall be made on notice,
given not later than 12:00 noon (if requesting a Base Rate Advance) or 3:00 P.M. (if requesting a
LIBOR Advance) (New York City time) (i) on the same Business Day as the proposed Borrowing in the
case of a Borrowing consisting of Base Rate Advances or (ii) on the third Business Day prior to the
date of the proposed Borrowing in the case of a Borrowing consisting of LIBOR Advances, by the
Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier. Each
such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopier (confirmed
immediately in writing), in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such
Borrowing, (C) aggregate amount of such Borrowing, and (D) in the case of a Borrowing comprised of
LIBOR Advances, the initial Interest Period for each such Advance. Each Lender shall, before 2:00
P.M. (New York City time) on the date of such Borrowing, make available to the Agent at its address
referred to in Section 8.02, in same day funds, such Lender’s ratable portion of such
Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available to the
Borrower at the Agent’s aforesaid address not later than 4:00 P.M. (New York City time) on such
date.



(b) Anything in Section 2.02(a) to the contrary notwithstanding, the Borrower may not
select LIBOR Advances for any Borrowing if the aggregate amount of such Borrowing is less than
$20,000,000.



(c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of
any Borrowing that the related Notice of Borrowing specifies is to be comprised of LIBOR Advances,
the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing
for such Borrowing the applicable conditions set forth in Article III, including any loss
(including loss of anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by
such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made
on such date.



(d) Unless the Agent shall have received notice from a Lender (i) by 1:00 P.M. (New York City
time) on the date of any Borrowing in the case of any Borrowing consisting of Base Rate Advances or
(ii) by 12:00 Noon (New York City time) on the Business Day prior to the date of any Borrowing
consisting of LIBOR Advances that such Lender will not make available to the Agent such Lender’s
ratable portion of such Borrowing, the Agent may assume that such Lender has made or will make such
portion available to the Agent on the date of such Borrowing in accordance with Section
2.02(a) and the Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent that such Lender shall not have so made
such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay
to the Agent forthwith on demand such corresponding amount together with interest thereon, for each
day from the date such amount is made available by the Agent to the Borrower until the date such
amount is repaid to the Agent, at (A) in the case of the Borrower, the interest rate applicable at
the time to Advances comprising such Borrowing and (B) in the case of such Lender, the Federal
Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so
repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this
Agreement.



(e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the
date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to
make the Advance to be made by such other Lender on the date of any Borrowing.



SECTION 2.03. Swingline Loans. (a) The Swingline Lender agrees, on the terms and
conditions set forth in this Agreement, to make Swingline Loans to the Borrower pursuant to this
Section 2.03 from time to time on any Business Day during the period from the Effective
Date until the Revolving-2 Advance Commitment Termination Date in amounts such that (x) the
aggregate principal amount of Swingline Loans at any one time outstanding shall not exceed the
Swingline Commitment and (y) at the time such Swingline Loan is made, the sum of (i) the aggregate
principal amount of all Revolving Advances at such time plus (ii) the aggregate amount of
all Revolving Lenders’ Swingline Exposure at such time plus (iii) the aggregate amount of
all Revolving Lenders’ LC Exposure at such time outstanding shall not exceed the aggregate amount
of all Revolving Lenders’ Revolving Advance Commitments. Upon the making of each Swingline Loan,
and without further action on the part of the Swingline Lender or any other Person, each Revolving
Lender (other than the Swingline Lender) shall be deemed to have irrevocably purchased, to the
extent of its Percentage, a participation interest in such Swingline Loan, and such Revolving
Lender shall, to the extent of its Revolving Percentage, be responsible for reimbursing within one
Business Day the Swingline Lender for Swingline Loans that have not been reimbursed by the Borrower
in accordance with the terms of this Agreement. Each Swingline Loan shall be in a principal amount
of at least $1,000,000 or any larger multiple of $1,000,000. All Swingline Loans shall be made as
Base Rate Advances. Within the foregoing limits, the Borrower may borrow under this
Section 2.03, repay pursuant to Section 2.07(b), or to the extent permitted
by Section 2.12(c), prepay Swingline Loans and reborrow under this
Section 2.03.



(b) Notice of Swingline Borrowing. The Borrower shall give the Swingline Lender a
Notice of Borrowing not later than 4:00 P.M. (New York City time) on the date of each Swingline
Borrowing, specifying (a) the date of such Swingline Borrowing, which shall be a Business Day, and
(b) the amount of such Borrowing.



(c) Conversion of Swingline Loans to Revolving Advances. The Swingline Lender, at any
time in its sole and absolute discretion, may on behalf of the Borrower (which hereby irrevocably
directs the Swingline Lender to so act on its behalf) notify each Revolving Lender (including the
Swingline Lender) to make a Revolving Advance to the Borrower in a principal amount equal to such
Revolving Lender’s Revolving Percentage of the amount of such Swingline Loan, provided,
however that such notice shall be deemed to have automatically been given upon the
occurrence of an Event of Default under Section 6.01(e). Upon notice from the Swingline
Lender, each Revolving Lender (other than the Swingline Lender) will immediately transfer to the
Swingline Lender, in immediately available funds, an amount equal to such Revolving Lender’s
Revolving Percentage of the amount of such Swingline Loan and the amounts so received shall be
applied to pay such Swingline Loan. Each Revolving Lender’s obligation to transfer the amount of
such Revolving Advance to the Swingline Lender shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other
right which such Revolving Lender or any other Person may have against the Swingline Lender,
(ii) the occurrence or continuance of a Default or an Event of Default or the termination of the
Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower,
the Subsidiary Guarantors or any other Person, (iv) any breach of this Agreement by the Borrower or
any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.



SECTION 2.04. Letters of Credit. (a) Commitment to Issue Letters of Credit. Each
LC Bank agrees, subject to the terms and conditions hereof, following receipt of an Issuance
Request delivered pursuant to the terms hereof, to issue Letters of Credit upon the request of the
Borrower for the account of the Borrower or any of its Subsidiaries on a sight basis from time to
time on any Business Day during the period from the Effective Date until (i) in the case of an LC
Bank that is not an Extending Lender, the Revolving-1 Advance Commitment Termination Date, or (ii)
in the case of an LC Bank that is an Extending Lender, the Revolving-2 Advance Commitment
Termination Date, provided that immediately after each such Letter of Credit is issued, (A)
the amount of the Letter of Credit Liabilities shall not exceed the Available LC Amount, (B) the
sum of (x) the aggregate principal amount of all Revolving Advances at such time plus (y) the
aggregate principal amount of all Swingline Loans at such time plus (z) the aggregate amount of all
Letter of Credit Liabilities at such time shall not exceed the aggregate amount of all Revolving
Lenders’ Revolving Advance Commitments at such time, and (C) unless otherwise agreed to by such LC
Bank in its sole and absolute discretion, no LC Bank shall be required to issue Letters of Credit
if total Letter of Credit Liabilities issued by such LC Bank and then outstanding exceeds
$150,000,000. Each Letter of Credit shall be issued in an amount equal to or greater than $100,000
or such smaller amount as the relevant LC Bank may agree in a particular instance in its sole
discretion. Upon the date of issuance by an LC Bank of a Letter of Credit, the LC Bank shall be
deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each
Revolving Lender shall be deemed, without further action by any party hereto, to have purchased
from the LC Bank, a participation in such Letter of Credit and the related Letter of Credit
Liabilities in proportion to its Revolving Percentage. The Borrower shall pay to the LC Bank
issuance fees and other customary fees in the amounts and at the times as agreed between the
Borrower and the LC Bank. Unless otherwise expressly agreed by the LC Bank and the Borrower when a
Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by
the Institute of International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each Letter of Credit. In the event of any conflict
between the terms hereof and the terms of any Letter of Credit or Issuance Request, the terms
hereof shall control. Notwithstanding that a Letter of Credit issued or outstanding hereunder is
in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be
obligated to reimburse the LC Bank hereunder for any and all drawings under such Letter of Credit.
The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of
Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives
substantial benefits from the businesses of such Subsidiaries. All Existing Letters of Credit
shall be deemed to have been issued pursuant hereto, and from and after the Initial Borrowing Date
shall be subject to and governed by the terms and conditions hereof.



(b) Request for Issuance. The Borrower shall give the LC Bank (with a copy to the
Agent) at least three Business Days’ (or such shorter period as the relevant LC Bank may agree in a
particular instance in its sole discretion) prior notice, effective upon receipt, of a request for
the issuance or amendment of a Letter of Credit set forth on an Issuance Request specifying the
date such Letter of Credit is to be issued or amended, and describing the proposed terms of such
Letter of Credit and the nature of the transactions proposed to be supported thereby. Promptly
after receipt of any Issuance Request, the LC Bank will confirm with the Agent (by telephone or in
writing) that the Agent has received a copy of such Issuance Request from the Borrower and, if not,
the LC Bank will provide the Agent with a copy thereof. Unless the LC Bank has received written
notice from a Revolving Lender, the Agent or the Borrower, at least one Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Section 3.03 (with respect to any issuance after the
Initial Borrowing Date) shall not then be satisfied, then, subject to the terms and conditions
hereof, the LC Bank shall, on the requested date, issue a Letter of Credit for the account of the
Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be,
in each case in accordance with the LC Bank’s usual and customary business practices. Upon receipt
of the request for issuance of or amendments to a Letter of Credit, the Agent shall promptly notify
each Revolving Lender of the contents thereof and of the amount of such Revolving Lender’s
participation in such Letter of Credit. The issuance by the LC Bank of each Letter of Credit
shall, in addition to the conditions precedent set forth in Article III, be subject to the
conditions precedent that such Letter of Credit shall be in such form and contain such terms as
shall be reasonably satisfactory to the LC Bank and that the Borrower shall have executed and
delivered such other instruments and agreements relating to such Letter of Credit as the LC Bank
shall have reasonably requested. No Letter of Credit (other than those listed in Schedule
V) shall have an expiration date extending beyond the earlier of (i) 12 months from the
issuance date (it being understood and agreed that such limitation shall not be construed to
prohibit the issuance by any LC Bank of “evergreen” Letters of Credit providing for automatic
extension for periods not exceeding 12 months, which the LC Bank may agree to or decline in its
sole discretion and in fact does not allow such extension beyond the date five Business Days prior
to (A) in the case of an LC Bank that is not an Extending Lender, the Revolving-1 Advance
Commitment Termination Date, or (B) in the case of an LC Bank that is an Extending Lender, the
Revolving-2 Advance Commitment Termination Date, unless such Letter of Credit is an Extended Letter
of Credit; provided that immediately after any such extension, (x) the amount of the Letter
of Credit Liabilities shall not exceed the Available LC Amount, and (y) the sum of (1) the
aggregate principal amount of all Revolving Advances at such time plus (2) the aggregate principal
amount of all Swingline Loans at such time plus (3) the aggregate amount of all Letter of Credit
Liabilities at such time shall not exceed the aggregate amount of all Revolving Lenders’ Revolving
Advance Commitments at such time and (ii) except for Extended Letters of Credit issued in
accordance with Section 2.04(i), five Business Days prior to (i) in the case of an LC Bank
that is not an Extending Lender, the Revolving-1 Advance Commitment Termination Date), or (ii) in
the case of an LC Bank that is an Extending Lender, the Revolving-2 Advance Commitment Termination
Date, or in each case such later expiration date as the relevant LC Bank may agree in its sole
discretion. In the case of a request for an initial issuance of a Letter of Credit, such Issuance
Request shall specify in form and detail reasonably satisfactory to the LC Bank: (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing thereunder; and (F) the full
text of any certificate to be presented by such beneficiary in case of any drawing thereunder. In
the case of a request for an amendment of any outstanding Letter of Credit, such amendment will be
requested by the delivery of an Issuance Request which shall specify in form and detail reasonably
satisfactory to the LC Bank (A) the Letter of Credit to be amended; (B) the proposed date of
amendment thereof (which shall be a Business Day); and (C) the nature of the proposed amendment.
Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the
beneficiary thereof, the LC Bank will also deliver to the Borrower and the Agent a true and
complete copy of such Letter of Credit or amendment. The Agent shall deliver to each Lender, upon
the end of each calendar quarter and upon each Letter of Credit fee payment, a report setting forth
for such period the daily aggregate amounts available for drawing under all Letters of Credit
issued by all LC Banks and outstanding during such period.



(c) Reimbursement of Payments. Upon receipt from the beneficiary of any Letter of
Credit of any demand for payment or other drawing under such Letter of Credit and finding such
drawing in substantial compliance with the Letter of Credit terms, the LC Bank shall notify the
Agent who shall in turn notify the Borrower as to the amount to be paid as a result of such demand
or drawing and the respective payment date. If there are at such time amounts on deposit in the
Holding Account, the Borrower shall notify the Agent thereof, and the Agent shall withdraw an
amount equal to the amount to be paid as a result of such demand or drawing or, if less, the amount
on deposit in the Holding Account, on the payment date and pay such amount to the applicable LC
Bank. Unless the applicable LC Bank is reimbursed in full from amounts on deposit in the Holding
Account, the Borrower shall reimburse the LC Bank in an amount equal to the amount of such drawing
by 1:00 P.M. (New York City time) on the first Business Day immediately following the day on which
such drawing is paid in immediately available funds, together with interest thereon from the date
of the LC Bank’s payment under the Letter of Credit at the Base Rate plus the Applicable Interest
Rate Margin for Revolving Advances accruing interest at the Base Rate. If the LC Bank is not
reimbursed for the amount of such drawing as provided in the preceding sentence, the LC Bank shall
notify the Agent, and the Agent shall notify each other Revolving Lender, thereof by 3:00 P.M. (New
York City time) on the day such drawing was supposed to be paid. If at any time the LC Bank shall
make a payment to a beneficiary of a Letter of Credit in respect of a drawing under such Letter of
Credit and such drawing has not been paid by the Borrower when due, each Lender will pay to the
Agent, for the account of the LC Bank, immediately upon the LC Bank’s demand at any time during the
period commencing after such payment until reimbursement therefor in full by the Borrower, an
amount equal to such Revolving Lender’s Revolving Percentage multiplied by the amount then due from
the Borrower at such time. Each Revolving Lender’s obligation to reimburse the LC Bank for amounts
drawn under Letters of Credit, as contemplated by this clause, shall be absolute and unconditional
and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Revolving Lender may have against the LC Bank, the Borrower or
any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No
such reimbursement by the Revolving Lender’s shall relieve or otherwise impair the obligation of
the Borrower to reimburse the LC Bank for the amount of any payment made by the LC Bank under any
Letter of Credit, together with interest as provided herein.



(d) Reimbursement Obligations Unconditional. The Borrower shall be irrevocably and
unconditionally obligated forthwith to reimburse the LC Bank for any amounts paid by the LC Bank
upon any drawing under any Letter of Credit on the date and times set forth in
clause (c), without presentment, demand, protest or other formalities of any kind,
provided that the Borrower shall not hereby be precluded from asserting any claim for
direct (but not consequential) damages suffered by the Borrower to the extent, but only to the
extent, caused by (i) the willful misconduct or gross negligence (as determined by a court of
competent jurisdiction) of the LC Bank in determining whether a request presented under any Letter
of Credit complied with the terms of such Letter of Credit or (ii) the LC Bank’s failure to pay
under any Letter of Credit after the presentation to it of a request strictly complying with the
terms and conditions of the Letter of Credit. The LC Bank will promptly pay to each Revolving
Lender ratably in accordance with its Revolving Percentage all amounts received from the Borrower
for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any
Letter of Credit, but only to the extent such Revolving Lender has made payment to the LC Bank in
respect of such Letter of Credit pursuant to Section 2.04(c).



(e) Indemnification. The Borrower hereby indemnifies and holds harmless each
Revolving Lender, the LC Bank and the Agent from and against any and all claims and damages,
losses, liabilities, costs or expenses which such Revolving Lender, the LC Bank or the Agent may
incur (or which may be claimed against such Revolving Lender, the LC Bank or the Agent by any
Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or
payment or failure to pay under any Letter of Credit, including any claims, damages, losses,
liabilities, costs or expenses which the LC Bank may incur by reason of or in connection with the
failure of any other Revolving Lender to fulfill or comply with its obligations to the LC Bank
hereunder (but nothing herein contained shall affect any rights the Borrower may have against such
defaulting Revolving Lender), provided that the Borrower shall not be required to indemnify
any Revolving Lender, the LC Bank or the Agent for any claims, damages, losses, liabilities, costs
or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross
negligence (as determined by a court of competent jurisdiction) of the LC Bank, such Revolving
Lender or the Agent in determining whether a request presented under any Letter of Credit complied
with the terms of such Letter of Credit or (ii) the LC Bank’s failure to pay under any Letter of
Credit after the presentation to it of a request strictly complying with the terms and conditions
of the Letter of Credit. Nothing in this Section 2.04(e) is intended to limit the
obligations of the Borrower under any other provision of this Agreement.



(f) Limited Liability of the LC Bank. The Borrower assumes all risks of the acts or
omissions of any beneficiary and any transferee of any Letter of Credit with respect to its use of
such Letter of Credit. The Revolving Lenders, the LC Bank and their respective officers and
directors shall not be liable or responsible for, and the obligations of each Revolving Lender to
make payments, and of the Borrower to reimburse the LC Bank for payments, pursuant to this
Section 2.04 shall not be excused by, any action or inaction of any Revolving Lender or the
LC Bank related to (i) the use which may be made of any Letter of Credit or any acts or omissions
of any beneficiary or transferee in connection therewith, (ii) the validity, sufficiency or
genuineness of documents presented under any Letter of Credit, or of any endorsements thereon, even
if such documents should in fact prove to be in any or all respects invalid, insufficient,
fraudulent or forged, (iii) payment by the LC Bank against presentation of documents to the LC Bank
which do not strictly comply with the terms of any Letter of Credit, including failure of any
documents to bear any reference or adequate reference to such Letter of Credit, absent such LC
Bank’s gross negligence or willful misconduct, (iv) any lack of validity or enforceability of such
Letter of Credit, this Agreement, or any other Loan Document, (v) the existence of any claim,
counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any
time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any
such beneficiary or any such transferee may be acting), the LC Bank or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or
any agreement or instrument relating thereto, or any unrelated transaction, (vi) any payment by the
LC Bank under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by the LC Bank under
such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative of or successor
to any beneficiary or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any bankruptcy law, or (vii) any other circumstances whatsoever in making
or failing to make, or notifying or failing to notify the LC Bank that it is required to make, any
payment under any Letter of Credit. Notwithstanding the foregoing, the Borrower shall have a claim
against the LC Bank and the LC Bank shall be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential, damages suffered by the Borrower which were
caused by (A) the LC Bank’s willful misconduct or gross negligence (as determined by a court of
competent jurisdiction) in determining whether documents presented under any Letter of Credit
comply with the terms thereof or (B) the LC Bank’s willful failure to pay under any Letter of
Credit after the presentation to the LC Bank by any beneficiary (or a successor beneficiary to whom
such Letter of Credit has been transferred in accordance with its terms) of documents strictly
complying with the terms and conditions of such Letter of Credit. Subject to the preceding
sentence, the LC Bank may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the contrary.
Each Revolving Lender shall, ratably in accordance with its Revolving Percentage indemnify the LC
Bank (to the extent not reimbursed by the Borrower) against any cost, expense (including counsel
fees and disbursements), claim, demand, action, loss or liability (except such as result from the
LC Bank’s gross negligence or willful misconduct) that the LC Bank may suffer or incur in
connection with this Agreement or any action taken or omitted by the LC Bank hereunder. Each
Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the
LC Bank shall not have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire
as to the validity or accuracy of any such document or the authority of the Person executing or
delivering any such document. None of the LC Bank, the Agent, any of their respective affiliates
nor any correspondent, participant or assignee of the LC Bank shall be liable to any Revolving
Lender for (1) any action taken or omitted in connection herewith at the request or with the
approval of the Revolving Lenders or the Majority Revolving Lenders, as applicable; (2) any action
taken or omitted in the absence of gross negligence or willful misconduct; or (3) the due
execution, effectiveness, validity or enforceability of any document or instrument related to any
Letter of Credit or Issuance Request. The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not, preclude the
Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee
at law or under any other agreement. In furtherance and not in limitation of the foregoing, the LC
Bank may accept documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary, and the LC Bank
shall not be responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason.



(g) Letters of Credit Outside Facility. Nothing in this Section shall be construed as
limiting the right of the Borrower to request, or of any Lender to issue, letters of credit for the
account of the Borrower that are not “Letters of Credit” for purposes of this Agreement. No
request by the Borrower to any Lender for the issuance of a letter or credit shall be deemed a
request for the issuance of a Letter of Credit under this Agreement unless (i) the Borrower’s
request for such letter of credit states in writing that such letter of credit, when issued, shall
be a Letter of Credit under this Agreement, or (ii) such Lender conditions its agreement to issue
such letter of credit, in writing, on the Borrower’s agreement that such letter of credit
constitute a Letter of Credit under this Agreement.



(h) Cash Collateral. If, after giving effect to any reduction of the Commitments
pursuant to Section 2.06, the aggregate amount available to be drawn under all outstanding
Letters of Credit exceeds the aggregate amount of the Commitments, the Borrower shall deposit into
the Holding Account an amount in cash sufficient to cause the amount deposited in the Holding
Account to equal such excess. At any time after such deposit is made, if an outstanding Letter of
Credit expires or is reduced without the full amount thereof having been drawn, the Agent shall
withdraw from the Holding Account and deliver to the Borrower an amount equal to the amount by
which the amount on deposit in the Holding Account exceeds the aggregate amount by which the amount
available to be drawn under outstanding Letters of Credit (after giving effect to such expiration
or reduction) exceeds the aggregate amount of the Commitments.



(i) Extended Letters of Credit. The Borrower may request that an LC Bank allow, and
an LC Bank may (in its sole discretion) agree to allow, one or more Letters of Credit issued by it
to expire later than the date that is five Business Days prior to (A) in the case of an LC Bank
that is not an Extending Lender, the Revolving-1 Advance Commitment Termination Date, or (B) in the
case of an LC Bank that is an Extending Lender, the Revolving-2 Advance Commitment Termination
Date. Any such Letter of Credit is referred to herein as an “Extended Letter of Credit”.
The following provisions shall apply to any Extended Letter of Credit, notwithstanding any contrary
provision set forth herein.




(i) The participations of each Revolving Lender in each Extended Letter of Credit
shall terminate at the close of business on the date that is five Business Days prior to
the Revolving-2 Advance Commitment Termination Date, except with respect to demands for
drawings submitted prior to such date.




(ii) On or prior to the date that is five Business Days prior to the Revolving-2
Advance Commitment Termination Date, the Borrower shall deposit with each LC Bank an amount
in cash equal to the LC Exposure as of such date attributable to the Extended Letters of
Credit issued by such LC Bank. Each such deposit shall be held by the applicable LC Bank
as collateral for the obligations of the Borrower in respect of such Extended Letters of
Credit. Each applicable LC Bank 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 relevant LC Bank 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 relevant LC Bank to
reimburse disbursements in respect of such Extended Letters of Credit for which such LC
Bank 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 LC Exposure at such
time.




(iii) After the close of business on the date that is five Business Days prior to (A)
in the case of an LC Bank that is not an Extending Lender, the Revolving-1 Advance
Commitment Termination Date, or (B) in the case of an LC Bank that is an Extending Lender,
the Revolving-2 Advance Commitment Termination Date, all fees that would have accrued
pursuant to Section 2.05(a), (b) and (d) (if the participations of
the Revolving Lenders in the Extended Letters of Credit had not terminated) shall continue
to accrue on the LC Exposure in respect of each Extended Letter of Credit and shall be
payable to each applicable LC Bank for its own account.



SECTION 2.05. Fees. (a) Facility Fee. The Borrower agrees to pay to the
Agent for the account of each Revolving Lender a facility fee on the daily average aggregate unused
amount of such Revolving Lender’s Revolving Advance Commitment from the Effective Date in the case
of each Revolving Lender that is a signatory hereto or, in the case of an Augmenting Lender, from
the effective date of the applicable Commitment Increase or, in the case of an assignee Revolving
Lender, from the effective date specified in the Assignment and Acceptance pursuant to which it
became a Revolving Lender, until the applicable Revolving Advance Commitment Termination Date for
such Revolving Lender, payable in arrears on each Quarterly Payment Date during the term of such
Revolving Lender’s Revolving Advance Commitment, commencing on the first such date to occur after
the Effective Date, and on the applicable Revolving Advance Commitment Termination Date, at a rate
per annum equal to (i) the Applicable Facility Fee Rate in effect from time to time (in the case of
the Revolving-1 Lenders), or (ii) the Applicable Extended Facility Rate in effect from time to time
(in the case of Revolving-2 Lenders). Each Revolving Lender’s Revolving Percentage of outstanding
Swingline Loans and of Letter of Credit Liabilities shall constitute usage of the Revolving Advance
Commitments with respect to the calculation of such facility fees.



(b) Letter of Credit Commission. The Borrower agrees to pay to the Agent for the
account of each Revolving Lender a Letter of Credit commission with respect to each Letter of
Credit, computed for each day from and including the date of issuance of such Letter of Credit
until the last day a drawing is available under such Letter of Credit, at a rate per annum equal to
the Applicable Interest Rate Margin in effect for Revolving Advances maintained as LIBOR Advances
from time to time on the undrawn amount of such Letter of Credit on such day. For the avoidance of
doubt, the Letter of Credit commission payable from and after the Restatement Effective Date to
(i) Revolving-1 Lenders shall be determined with reference to the Applicable Interest Rate Margin
applicable to Revolving-1 Advances and (ii) Revolving-2 Lenders shall be determined with reference
to the Applicable Interest Rate Margin applicable to Revolving-2 Advances. Such commission shall
be payable in arrears on each Quarterly Payment Date during the term of each Letter of Credit, and
on the Revolving Advance Commitment Termination Date, provided that any Letter of Credit
commissions in respect of the Revolving-1 Advance Commitment accruing after the Revolving-1 Advance
Commitment Termination Date or in respect of the Revolving-2 Advance Commitment accruing after the
Revolving-2 Advance Commitment Termination Date shall in each case be payable on demand.



(c) Agent’s Fees. The Borrower shall pay to the Agent for its own account such fees,
and at such times, as set forth in the Fee Letter.



(d) LC Bank Fees. The Borrower hereby agrees to pay directly to an LC Bank upon
issuance of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as
shall at the time of such issuance, drawing or amendment be the administrative charge which such LC
Bank is customarily charging for issuances of, drawings under or amendments of, letters of credit
issued by it. The Borrower hereby agrees to pay to each LC Bank for its own account a fronting fee
equal to 0.125% per annum (or in the event Applicable Rating Level VI or lower is in effect,
0.250%) of the stated amount of such Letter of Credit; provided, that for each Letter of
Credit issued or extended from and after the Restatement Effective Date, such fronting fee shall be
equal to 0.250% per annum regardless of the Applicable Rating Level, payable quarterly in arrears
on each Quarterly Payment Date after the issuance thereof, calculated based upon the actual number
of days elapsed, on the basis of a year of 360 days.



SECTION 2.06. Termination or Reduction of the Revolving Advance Commitments or the Swingline
Commitment; Voluntary Reduction. The Borrower shall have the right, upon at least three
Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused
portions of (a) the respective Revolving Advance Commitments of the Lenders (but prior to the
Revolving-1 Advance Commitment Termination Date, any reduction of Revolving Advance Commitments
shall be made pro rata between Revolving-1 Advance Commitments and Revolving-2 Advance
Commitments) or (b) the Swingline Commitment, provided that (i) once terminated or reduced, a
Revolving Advance Commitment or the Swingline Commitment or any portion thereof may not (subject to
Section 2.20) be reinstated, (ii) the aggregate amount of the Revolving Advance Commitments
of the Revolving Advance Lenders shall not be reduced to an amount that is less than the sum of the
aggregate principal amount of the Revolving Advances and Swingline Loans then outstanding plus the
aggregate outstanding amount of the Letter of Credit Liabilities, and the aggregate amount of the
Swingline Commitment shall not be reduced to an amount that is less than the aggregate principal
amount of the Swingline Loans then outstanding, and (iii) each partial reduction shall be in the
aggregate amount of $25,000,000 ($10,000,000 in the case of the Swingline Commitment) or an
integral multiple of $1,000,000 in excess thereof.



SECTION 2.07. Repayment of Advances and Swingline Loans. (a) The Borrower hereby
unconditionally promises to pay, and shall repay, the unpaid principal amount of each Advance made
by each Lender on the applicable Commitment Termination Date. Prior thereto, repayments of the
Advances shall be made as set forth below:




(i) On the Term A Commitment Termination Date and on each Quarterly Payment Date
occurring during any period set forth on Schedule VI, the Borrower shall make a
scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A
Advances in an amount equal to the principal amount of the Term A Advances set forth in the
column corresponding to such date on Schedule VI.




(ii) On the Term B-1 Commitment Termination Date and on each Quarterly Payment Date
occurring during any period set forth on Schedule VI, the Borrower shall make a
scheduled repayment of the aggregate outstanding principal amount, if any, of all Term B-1
Advances in an amount equal to the principal amount of the Term B-1 Advances set forth in
the column corresponding to such date on Schedule VI.




(iii) On the Term B-2 Commitment Termination Date and on each Quarterly Payment Date
occurring during any period set forth on Schedule VI, the Borrower shall make a
scheduled repayment of the aggregate outstanding principal amount, if any, of all Term B-2
Advances equal to the principal amount of the Term B-2 Advances set forth in the column
corresponding to such date on Schedule VI.



(b) The Borrower hereby unconditionally promises to pay, and shall repay, the unpaid principal
amount of each Swingline Loan on the Revolving-2 Advance Commitment Termination Date. Prior
thereto, the Borrower hereby unconditionally promises to pay, and shall repay, the principal amount
of each Swingline Loan participated in by each Revolving-1 Lender to each such Revolving-1 Lender
on the Revolving-1 Advance Commitment Termination Date in an amount equal to each Revolving-1
Lender’s Swingline Exposure but only to the extent any Revolving-1 Lender’s Swingline Exposure
remains outstanding after giving effect to the last sentence of Section 2.01(a)(ii).



(c) So long as any Term Advances are outstanding, promptly, but in any event within six
Business Days, following the receipt of that portion of any Net Disposition Proceeds that
constitutes the Required Amount, the Borrower shall make a mandatory prepayment of the outstanding
principal amount of the Term Advances in an amount equal to the Required Amount. Each prepayment
of the Term Advances made pursuant to this Section 2.07(c) shall be applied pro rata to a
mandatory prepayment of the Term Advances (with the amount of such prepayment of the Term Advances
being applied to the remaining Term A Advance, Term B-1 Advance and Term B-2 Advance amortization
payments, pro rata in accordance with the amount of each such remaining Term Advance amortization
payment of such Class).



SECTION 2.08. Interest on Advances and Swingline Loans. (a) Ordinary
Interest on Advances. The Borrower shall pay interest on the unpaid principal amount of each
Advance made by each Lender from the date of such Advance until such principal amount shall be paid
in full, at the following rates per annum:




(i) Base Rate Advances. If such Advance is a Base Rate Advance, a rate per
annum equal at all times to the sum of (A) the Base Rate plus (B) the Applicable
Interest Rate Margin for Base Rate Advances on an Advance of that Class in effect from time
to time, payable in arrears on each Quarterly Payment Date and on the date such Base Rate
Advance shall be Converted or paid in full (including on the date the applicable Commitment
Termination Date for that Class of Advances occurs).




(ii) LIBOR Advances. If such Advance is a LIBOR Advance, a rate per annum
equal at all times during each Interest Period for such Advance to the sum of (A) the LIBOR
for such Interest Period for such Advance plus (B) the Applicable Interest Rate
Margin for LIBOR Advances for an Advance of that Class in effect on the first day of such
Interest Period, payable on the last day of such Interest Period and, if such Interest
Period has a duration of more than three months, on each day that occurs during such
Interest Period every three months from the first day of such Interest Period and on the
date such LIBOR Advance shall be Converted or paid in full (including on the date the
applicable Commitment Termination Date for that Class of Advances occurs).



(b) Interest on Swingline Loans. The Borrower shall pay interest on the unpaid
principal amount of each Swingline Loan made by the Swingline Lender from the date of such
Swingline Loan until such principal amount shall be paid in full at a rate per annum equal at all
times to the Base Rate plus the Applicable Interest Rate Margin for Base Rate Advances in effect
from time to time, payable quarterly on each Quarterly Payment Date.



(c) Default Interest. The Borrower shall pay interest on the unpaid principal amount
of each Advance, Reimbursement Obligation and Swingline Loan that is not paid when due and on the
unpaid amount of all interest, fees and other amounts payable hereunder that is not paid when due,
payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate plus
the Applicable Interest Rate Margin in effect from time to time; provided that, in the case of
Reimbursement Obligations not paid when due, in addition to the amount set forth above, such
Reimbursement Obligations will accrue interest at a rate per annum equal to the Base Rate in effect
from time to time.



(d) Escrow Fee. The Borrower hereby agrees to pay to each Lender depositing amounts
into the Escrow Account a fee (the “Escrow Fee”), in an amount equal to the amount of
interest that would otherwise accrue on the amount deposited if such amount were Advances hereunder
of the applicable tranche of Loans based on such Lender’s Commitments accruing at the Base Rate
plus the Applicable Interest Rate Margin for Base Rate Advances of such tranche of Loans
for one day.



SECTION 2.09. Additional Interest on LIBOR Advances. The Borrower shall pay to each
Lender, so long as such Lender shall be required under regulations of the Board of Governors of the
Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each
LIBOR Advance of such Lender, from the date of making such Advance until such principal amount is
paid in full, at an interest rate per annum equal at all times to the remainder obtained by
subtracting (a) the LIBOR for the Interest Period for such Advance from (b) the rate obtained by
dividing such LIBOR by a percentage equal to 100% minus the LIBOR Reserve Percentage of such Lender
for such Interest Period, payable on each date on which interest is payable on such Advance. Such
additional interest shall be determined by such Lender and such Lender shall notify the Borrower in
writing through the Agent.



SECTION 2.10. Interest Rate Determination. (a) The Agent shall give prompt
notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for
purposes of Section 2.08(a)(i) or (ii) and Section 2.08(b), and, if
necessary, the applicable rate, if any, furnished by each Reference Bank for the purpose of
determining the applicable interest rate under Section 2.08(a)(ii).



(b) If LIBOR for any LIBOR Advance cannot be determined because the rate as set forth by the
Bloomberg Information Service or any successor thereto or any other service selected by the Agent
which has been nominated by the British Bankers’ Association as an authorized information vendor
for the purpose of displaying such rates is not available for any reason and if fewer than two
Reference Banks furnish timely information to the Agent for determining the LIBOR for any LIBOR
Advances, the LIBOR with respect to such LIBOR Advance shall be determined by the Agent to be the
offered rate per annum at which deposits in dollars appear with respect to the relevant Interest
Period on the Reuters Screen LIBOR Page (or any successor page) in each case as of 11:00 A.M.
(London time), two Business Days prior to the beginning of such Interest Period or in the event
that the foregoing offered rates are not available then:




(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest
rate cannot be determined for such LIBOR Advances,




(ii) each such Advance will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a
Base Rate Advance, will continue as a Base Rate Advance), and




(iii) the obligation of the Lenders to make, or to Convert Advances into, LIBOR
Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist.



(c) If any Reference Bank shall fail to furnish timely information to the Agent the Borrower
may, with the consent of the Agent (which consent shall not be unreasonably withheld), appoint
another Lender as a replacement for such Reference Bank.



(d) If, with respect to any LIBOR Advances, the Majority Lenders notify the Agent that the
LIBOR for any Interest Period for such Advances will not adequately reflect the cost to such
Majority Lenders of making, funding or maintaining their respective LIBOR Advances for such
Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon:




(i) each LIBOR Advance will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance, and




(ii) the obligation of the Lenders to make, or to Convert Advances into, LIBOR
Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist.



(e) If the Borrower shall fail to select a new Interest Period for any outstanding LIBOR
Advances in accordance with the provisions contained in the definition of “Interest Period” in
Section 1.01, the Agent will forthwith so notify the Borrower and the Lenders and such
Advances will automatically, on the last day of the then existing Interest Period therefor, Convert
into Base Rate Advances.



(f) On the date on which the aggregate unpaid principal amount of LIBOR Advances comprising
any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $20,000,000,
such Advances shall automatically Convert into Base Rate Advances, and on and after such date the
right of the Borrower to Convert such Advances into LIBOR Advances shall terminate,
provided, however that if and so long as each such LIBOR Advance shall have the
same Interest Period as Advances comprising another Borrowing, and the aggregate unpaid principal
amount of all such Advances shall equal or exceed $20,000,000, the Borrower shall have the right to
continue all such Advances.



SECTION 2.11. Voluntary Conversion of Advances. The Borrower may on any Business Day, upon
notice given to the Agent not later than 3:00 P.M. (New York City time) on the third Business Day
prior to the date of the proposed Conversion and subject to the provisions of Sections 2.10
and 2.14, Convert all Advances of one Type comprising the same Borrowing into Advances of
the other Type, provided, however that any Conversion of any LIBOR Advances into
Base Rate Advances shall be made on, and only on, the last day of an Interest Period for such LIBOR
Advances and any Conversion of Base Rate Advances into LIBOR Advances shall be in an amount not
less than $20,000,000, and provided further that the Borrower shall not convert any
Base Rate Advances into LIBOR Advances if a Default has occurred and is continuing. Each such
notice of a Conversion shall, within the restrictions specified above, specify (a) the date of such
Conversion, (b) the Advances to be Converted and (c) if such Conversion is into LIBOR Advances, the
duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower.



SECTION 2.12. Prepayments of Advances and Swingline Loans. (a) The Borrower
shall have no right to prepay any principal amount of any Advances other than as provided in
clause (b) below, or any principal amount of any Swingline Loans other than as
provided in clause (c) below.



(b) The Borrower may, upon at least one Business Day’s notice to the Agent in the case of Base
Rate Advances, and three Business Days’ notice to the Agent in the case of LIBOR Advances stating
the proposed date and aggregate principal amount of the prepayment, and if such notice is given the
Borrower shall, prepay the outstanding principal amounts of the Advances comprising part of any
Borrowing selected by the Borrower in whole or ratably in part, without premium or penalty,
together with accrued interest to the date of such prepayment on the principal amount prepaid,
provided, however, that (i) any such prepayment of (A) a Borrowing comprising Term
A Advances shall be made pro rata among Term A Advances constituting such Borrowing (applied to the
remaining amortization payments for the Term A Advances in such amounts as the Borrower shall
determine), (B) a Borrowing comprising Term B Advances shall be made pro rata among Term B Advances
constituting such Borrowing (applied to the remaining amortization payments for the Term B Advances
in such amounts as the Borrower shall determine), and shall be made pro rata among Term B-1
Advances and Term B-2 Advances and (C) a Borrowing comprising Revolving Advances shall be made pro
rata among the Revolving Advances constituting such Borrowing and shall be made pro rata among
Revolving-1 Advances and Revolving-2 Advances, (ii) each partial prepayment shall be in an
aggregate principal amount not less than $20,000,000 ($1,000,000 in the case of Swingline
Borrowings) or an integral multiple of $1,000,000 in excess thereof; (iii) if any such prepayment
under this Section is to be credited to the Prepaid Amount, then such amount shall be identified as
such by the Borrower to the Agent on or within ten Business Days prior to the date of payment, and
such amount shall be applied pro rata among Term A Advances and Term B Advances, and shall be
applied to the amortization of the Term Advances in pro rata order of payment, and
(iv) in the case of any such prepayment of a LIBOR Advance, the Borrower shall be obligated to
reimburse the Lenders in respect thereof pursuant to Section 8.04(b).



(c) The Borrower may, upon notice to the Swingline Lender, prepay any Swingline Loan in whole
by paying the principal amount thereof.



SECTION 2.13. Increased Costs. (a) If, due to either (i) the introduction of or
any change (other than any change by way of imposition or increase of reserve requirements included
in the LIBOR Reserve Percentage) in or in the interpretation of any law, regulation, rule or
guideline promulgated or made after the Effective Date or (ii) the compliance with any guideline or
request from any central bank or other governmental authority (whether or not having the force of
law) promulgated or made after the Effective Date, there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining LIBOR Advances, then the Borrower
shall from time to time, upon written demand by such Lender (with a copy of such written demand to
the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to
compensate such Lender for such increased cost, provided that the Borrower shall not be
obligated to pay any such additional amounts that are attributable to the period ending 90 days
prior to the Borrower’s receipt of such written notice, provided further that to
the extent such additional amounts accrue during such period because of the retroactive effect of
the applicable law, rule, regulation, guideline or request promulgated during the 90 day period
prior to the Borrower’s receipt of such written notice, the limitation set forth in the foregoing
proviso shall not apply. A certificate, made in good faith and in reasonable detail, as to the
amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall,
except for demonstrable or calculation error, be conclusive and binding for all purposes.



(b) If any Lender determines that compliance with any law or regulation or any guideline or
request from any central bank or other governmental authority (whether or not having the force of
law) promulgated or made after the Effective Date affects or would affect the amount of capital
required or expected to be maintained by such Lender or any corporation controlling such Lender and
that the amount of such capital is increased by or based upon the existence of such Lender’s
commitment to lend hereunder and other commitments of this type, then, within 30 days after written
notice and demand from such Lender (with a copy of such demand to the Agent), the Borrower shall
immediately pay to the Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of
such circumstances, to the extent that such Lender reasonably determines such increase in capital
to be allocable to the existence of such Lender’s commitment to lend hereunder, provided
that the Borrower shall not be obligated to pay any such additional amounts that are attributable
to the period ending 90 days prior to the Borrower’s receipt of such written notice,
provided further that to the extent such additional amounts accrue during such
period because of the retroactive effect of the applicable law, rule, regulation, guideline or
request promulgated during the 90 day period prior to the Borrower’s receipt of such written
notice, the limitation set forth in the foregoing proviso shall not apply. A certificate, made in
good faith and in reasonable detail, as to such amounts submitted to the Borrower and the Agent by
such Lender shall, except for demonstrable or calculation error, be conclusive and binding for all
purposes.



(c) Any Lender claiming any additional amounts payable pursuant to this
Section 2.13 shall use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions) to change the jurisdiction of its lending office if the making
of such a change would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender.



(d) The above provisions of this Section 2.13 shall not apply to any increased costs
arising from any taxes, levies, imposts, deductions, charges or withholdings, or liabilities with
respect thereto.



SECTION 2.14. Illegality. Notwithstanding any other provision of this Agreement, if any
Lender shall notify the Agent that the introduction of or any change in or in the interpretation of
any law or regulation makes it unlawful, or any central bank or other governmental authority
asserts that it is unlawful, for any Lender or its LIBOR Lending Office to perform its obligations
to make, fund or maintain LIBOR Advances hereunder, (a) the obligation of such Lender to make, or
to Convert Advances into, LIBOR Advances shall be suspended until such Lender shall notify the
Borrower and the Agent that the circumstances causing such suspension no longer exist and (b) the
Borrower shall, on the last day of the Interest Period then applicable thereto or, if it is
unlawful for such Lender to maintain such LIBOR Advances for the balance of any such Interest
Period, on the last day on which the Borrower has been notified by such Lender that such LIBOR
Advances may be lawfully maintained, Convert all LIBOR Advances of such Lender then outstanding
into Base Rate Advances in accordance with Section 2.11.



SECTION 2.15. Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the Notes without set-off or counterclaim not later than 12:00 Noon
(New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in
Section 8.02 in same day funds. The Agent will promptly thereafter cause to be distributed
like funds relating to the payment of principal or interest or facility fees ratably (other than
amounts payable pursuant to Sections 2.09, 2.13, 2.17 or
8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and
like funds relating to the payment of any other amount payable to any Lender to such Lender, in
each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in the Register
pursuant to Section 8.07(e), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and
Acceptance shall make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.



(b) All computations of interest based on the Prime Rate shall be made by the Agent on the
basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on
the LIBOR or the Federal Funds Rate (for all purposes other than the calculation of the Base
Rate) and of Letter of Credit commissions and facility fees shall be made by the Agent, and all
computations of interest pursuant to Section 2.09 shall be made by a Lender, on the basis
of a year of 360 days, in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest, commissions or fees are
payable. Each determination by the Agent (or, in the case of Section 2.09, by a Lender) of
an interest rate hereunder shall be conclusive and binding for all purposes, absent calculation or
demonstrable error.



(c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment of interest,
commissions or fees, as the case may be, provided, however that if such extension
would cause payment of interest on or principal of LIBOR Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.



(d) Unless the Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Lenders hereunder that the Borrower will not make such payment in full,
the Agent may assume that the Borrower has made or will make such payment in full to the Agent on
such date and the Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If and to the extent
that the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay
to the Agent forthwith on demand such amount distributed to such Lender together with interest
thereon, for each day from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Agent, at the Federal Funds Rate.



SECTION 2.16. Sharing of Payments, Proceeds of Collateral, Etc. (a) If any
Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Advances owing to it (other than pursuant to
Section 2.09, 2.13, 2.17 or 8.04(b)) in excess of its ratable share
of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in the Advances owing to them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably with each of them,
provided, however that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender’s ratable share (according to the proportion of
(i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.16 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the Borrower in the
amount of such participation.



(b) All amounts received as a result of the exercise of remedies under the Loan Documents
(including from the proceeds of collateral securing the Obligations) or under applicable law shall
be applied upon receipt to the Obligations as follows: (i) first, to the payment of all Obligations
owing to the Agent, in its capacity as the Agent (including the fees and expenses of counsel to the
Agent), (ii) second, after payment in full in cash of the amounts specified in clause
(b)(i), to the ratable payment of all interest (including interest accruing after the
commencement of a proceeding in bankruptcy, insolvency or similar law, whether or not permitted as
a claim under such law) and fees owing under the Loan Documents, and all costs and expenses owing
to the Secured Parties pursuant to the terms of the Loan Documents, until paid in full in cash,
(iii) third, after payment in full in cash of the amounts specified in clauses (b)(i) and
(b)(ii), to the ratable payment of the principal amount of the Advances then outstanding,
the aggregate Reimbursement Obligations then owing, the cash collateralization for contingent
liabilities under Letter of Credit Liabilities and the termination value under Rate Protection
Agreements (determined in accordance with the terms thereof), (iv) fourth, after payment in full in
cash of the amounts specified in clauses (b)(i) through (b)(iii), to the ratable
payment of all other Obligations owing to the Secured Parties, and (v) fifth, after payment in full
in cash of the amounts specified in clauses (b)(i) through (b)(iv), and following
the Termination Date, to each applicable Obligor or any other Person lawfully entitled to receive
such surplus.



SECTION 2.17. Taxes. (a) Any and all payments by the Borrower hereunder or under
the Notes shall be made, in accordance with Section 2.15, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and
the Agent, net income taxes that are imposed by the United States and franchise taxes and net
income taxes that are imposed on such Lender or the Agent by the state or foreign jurisdiction
under the laws of which such Lender or the Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Lender, franchise taxes and net income taxes that are
imposed on such Lender by the state or foreign jurisdiction of such Lender’s Applicable Lending
Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities, in each case imposed by way of a withholding
requirement on payments by the Borrower being hereinafter referred to as “Taxes”),
provided, however, that if the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent,
(i) the sum payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section
2.17) such Lender or the Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law.



(b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies that arise from any payment made
hereunder or under the other Loan Documents or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement or the other Loan Documents (hereinafter referred to as
“Other Taxes”).



(c) The Borrower will indemnify each Lender and the Agent for the full amount of Taxes or
Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable
under this Section 2.17) imposed on or paid by such Lender or the Agent (as the case may
be) and any liability (including penalties, additions to tax, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant governmental authority. This indemnification shall be
made within 30 days from the date such Lender or the Agent (as the case may be) makes written
demand therefor. A certificate, made in good faith and in reasonable detail, as to the amount of
such payment or liability delivered to the Borrower by a Lender, or by the Agent on its own behalf
on or behalf of a Lender, shall be conclusive absent manifest error.



(d) Each Lender shall, at the time of any written demand for indemnification as set forth in
clause (c) above, provide to the Borrower a receipt for, or other evidence of the
imposition of or the payment of, Taxes or Other Taxes to be indemnified under this Section
2.17.



(e) Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the
Agent, at its address referred to in Section 8.02, appropriate evidence of payment thereof.



(f) For purposes of this Section 2.17, the terms “United States” and “United States
person” shall have the meanings specified in Section 7701 of the Code.



(g) Each Lender organized under the laws of a jurisdiction outside the United States shall, on
or prior to the date of its execution and delivery of this Agreement in the case of each Lender
that is a signatory hereto, and on the date of the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender, and from time to time thereafter if requested in
writing by the Borrower or the Agent (but only so long thereafter as such Lender remains lawfully
able to do so), provide the Agent and the Borrower with Internal Revenue Service Form W-8BEN,
W-8ECI or W-9, as appropriate, or any successor or other form prescribed by the Internal Revenue
Service (or otherwise), certifying that such Lender is exempt from or entitled to a reduced rate of
United States withholding tax on payments of interest pursuant to this Agreement or the Notes. If
the form provided by a Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero, withholding tax at such
rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate
form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only
shall be considered excluded from Taxes for periods governed by such form, provided,
however, that, if at the date of the Assignment and Acceptance pursuant to which a Lender
assignee becomes a party to this Agreement, the Lender assignor was entitled to payments under
clause (a) in respect of United States withholding tax with respect to interest paid at
such date, then, to the extent such tax results in liability for such payments, the term Taxes
shall include (in addition to withholding taxes that may be imposed in the future or other amounts
otherwise includable in Taxes) United States interest withholding tax, if any, applicable with
respect to the Lender assignee on such date.



(h) For any period with respect to which a Lender has failed to provide the Borrower with the
appropriate form described in clause (g) (other than if such failure is due to a change in
law occurring subsequent to the date on which a form was originally required to be provided, or if
such form otherwise is not required under clause (g)), such Lender shall not be entitled to
indemnification under Section 2.17(a) or (c) with respect to Taxes imposed by the
United States by reason of such failure, provided, however, should a Lender become
subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall
take such steps as such Lender shall reasonably request to assist such Lender to recover such
Taxes.



(i) Any Lender claiming any additional amounts payable pursuant to this
Section 2.17 shall use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions) to change the jurisdiction of its lending office if the making
of such a change would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender.



(j) In the event the Borrower is required pursuant to this Section 2.17 to pay any
amount to any Lender or the Agent or on behalf of any of them to any taxing authority, such Lender
shall, if no Default has occurred and is continuing, upon the request of the Borrower delivered to
such Lender and the Agent, assign, pursuant to and in accordance with the provisions of Section
8.07, all of its rights and obligations under this Agreement and under the Notes to an Eligible
Assignee selected by the Borrower in consideration for (i) the payment by such assignee to the
assigning Lender of the principal of, and interest accrued and unpaid to the date of such
assignment on, the outstanding Advances of such Lender, (ii) the payment by the Borrower to the
assigning Lender of any and all other amounts owing to such Lender under any provision of this
Agreement accrued and unpaid to the date of such assignment including any additional amounts
payable pursuant to this Section 2.17 and (iii) the Borrower’s release of the assigning
Lender from any further obligation or liability under this Agreement. The assignment fee required
under Section 8.07 for such assignment shall be paid by the Borrower. Notwithstanding
anything to the contrary in this Section 2.17(j), in no event shall the replacement of any
Lender result in a decrease or reallocation of the aggregate Commitments without the written
consent of the Majority Lenders.



(k) If any Lender or Agent receives a refund in respect of any Taxes or Other Taxes as to
which indemnification or additional amounts have been paid to it by the Borrower pursuant to this
Section 2.17, it shall promptly remit such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section 2.17 with
respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such
refund by the relevant taxing authority attributable thereto) to the Borrower, net of all
out-of-pocket expenses of the Lender or Agent, as the case may be, and without interest (other than
any interest paid by the relevant taxing authority with respect to such refund); provided
that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to
return such refund to such party in the event such party is required to repay such refund to the
relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s
request, provide the Borrower with a copy of any notice of assessment or other evidence of the
requirement to repay such refund received from the relevant taxing authority.



SECTION 2.18. Replacement of Lenders. (a) Any Lender claiming any additional
amounts payable pursuant to Section 2.13 or invoking the provisions of Section 2.14
shall, if no Default has occurred and is continuing, upon the request of the Borrower delivered to
such Lender and the Agent, assign, pursuant to and in accordance with the provisions of Section
8.07, all of its rights and obligations under this Agreement and under the other Loan Documents
to an Eligible Assignee selected by the Borrower in consideration for (i) the payment by such
assignee to the assigning Lender of the principal of, and interest accrued and unpaid to the date
of such assignment on, the outstanding Advances of such Lender, (ii) the payment by the Borrower to
the assigning Lender of any and all other amounts owing to such Lender under any provision of this
Agreement accrued and unpaid to the date of such assignment and (iii) the Borrower’s release of the
assigning Lender from any further obligation or liability under this Agreement. The assignment fee
required under Section 8.07(d) for such assignment shall be paid by the Borrower.
Notwithstanding anything to the contrary in this Section 2.18(a), in no event shall
the replacement of any Lender result in a decrease or reallocation of the aggregate Commitments
without the written consent of the Majority Lenders.



(b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a
proposed amendment, waiver, discharge or termination which pursuant to the terms of
Section 8.01 requires the consent of all affected Lenders and with respect to which
the Majority Lenders shall have granted their consent, if no Event of Default has occurred and is
continuing, then the Borrower shall have the right (unless such Non-Consenting Lender grants such
consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any
such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign all of its
rights and obligations under this Agreement and under the other Loan Documents to an Eligible
Assignee selected by the Borrower and approved by the Agent and, in the case of Revolving Advances,
by the LC Banks in consideration for (i) the payment by such assignee to the Non-Consenting Lender
of the principal of, and interest accrued and unpaid to the date of such assignment on, the
outstanding Advances of such Lender, (ii) the payment by the Borrower to the Non-Consenting Lender
of any and all other amounts owing to such Non-Consenting Lender under any provision of this
Agreement accrued and unpaid to the date of such assignment and (iii) the Borrower’s release of the
Non-Consenting Lender from any further obligation or liability under this Agreement. The
assignment fee required under Section 8.07(d) for such assignment shall be paid by the
Borrower. In connection with any such assignment the Borrower, the Agent, such Non-Consenting
Lender and the replacement Lender shall otherwise comply with Section 8.07.
Notwithstanding anything to the contrary in this Section 2.18(b), in no event shall the
replacement of any Non-Consenting Lender result in a decrease or reallocation of the aggregate
Commitments. Each Lender hereby grants to each Agent an irrevocable power of attorney (which power
is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any
assignment agreement necessary to effectuate any assignment of such Lender’s interests hereunder in
the circumstances contemplated by this Section, in the event a Non-Consenting Lender fails to
execute an Assignment and Acceptance if so required by this Section.



SECTION 2.19. Evidence of Debt. 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 Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time hereunder in respect of
Advances. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such
notice to the Agent) to the effect that a Note is required or appropriate in order for such Lender
to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to
be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender a Note
payable to the order of such Lender in a principal amount up to the commitment of such Lender to
lend hereunder (or, if such commitment has terminated, then the aggregate outstanding principal
amount of Advances owing to such Lender).



SECTION 2.20. Increase in Commitments. (a) At any time on or after the
Restatement Effective Date, the Borrower may, by written notice to the Agent (which shall promptly
deliver a copy to each of the Lenders), request at any time or from time to time that the total
Revolving-2 Advance Commitments be increased; provided that (i) the aggregate amount of all
such increases pursuant to this Section shall not exceed $500,000,000, (ii) the Borrower shall
offer each Revolving-2 Lender the opportunity to increase its Revolving-2 Advance Commitment by its
Revolving Percentage of the proposed increased amount, and (iii) each Revolving-2 Lender, in its
sole discretion, may either (A) agree to increase its Revolving-2 Advance Commitment by all or a
portion of the offered amount or (B) decline to increase its Revolving-2 Advance Commitment. Any
such notice shall set forth the amount of the requested increase in the Revolving-2 Advance
Commitment and the date on which such increase is requested to become effective. In the event that
the Revolving-2 Lenders shall have agreed to increase their Revolving-2 Advance Commitment by an
aggregate amount less than the increase in the total Revolving-2 Advance Commitment requested by
the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any
such bank or other financial institution being called an “Augmenting Lender”), which may
include any Lender, to provide a Revolving-2 Advance Commitment or increase its existing
Revolving-2 Advance Commitment in an aggregate amount equal to the unsubscribed amount;
provided that each Lender and Augmenting Lender, if not already a Revolving Lender
hereunder, shall be an Eligible Assignee and subject to the approval of the Swingline Lender, each
LC Bank, the Agent and the Borrower (which approvals, in each case, shall not be unreasonably
withheld or delayed). Any such additional Revolving-2 Advance Commitments shall be deemed an
“Incremental Revolving Commitment” and the aggregate amount thereof agreed to be provided
by the applicable Revolving-2 Lenders or Augmenting Lenders shall be the “Incremental Revolving
Advance Commitment Amount.”



(b) Increases to and new Revolving-2 Advance Commitments (each, a “Commitment
Increase”) created pursuant to this Section 2.20 shall become effective upon the
execution and delivery by the Borrower, the Agent and any Revolving-2 Lenders (including any
Augmenting Lenders) agreeing to increase their existing Revolving-2 Advance Commitments or extend
new Revolving-2 Advance Commitments, as the case may be, of an agreement providing for such
increased or additional Revolving-2 Advance Commitments (a “Commitment Increase
Agreement”), subject to the satisfaction of any conditions set forth in such agreement.
Notwithstanding the foregoing, no increase in the total Revolving-2 Advance Commitments (or in the
Revolving-2 Advance Commitment of any Revolving-2 Lender) shall become effective under this
clause (b) unless, (i) on the date of such increase, unless otherwise agreed by the Lenders
providing such Commitment Increase, the conditions set forth in Section 3.03 shall
be satisfied (as though a Borrowing were being made on such date) and the Agent shall have received
a certificate to that effect dated such date and executed by any Executive Officer of the Borrower
and the Borrower’s Secretary or any Assistant Secretary, (ii) the Agent shall have received (to the
extent requested by the Agent reasonably in advance of such date) legal opinions, board resolutions
and other closing certificates and documentation that are required by the Commitment Increase
Agreement and are consistent with those delivered under Section 3.01 and (iii) the
Agent shall have received a certificate dated such date and executed by the Borrower’s Financial
Officer demonstrating pro forma compliance with the financial covenants set forth in
Sections 5.02(e) and (f) after giving effect to the incurrence of the
Commitment Increase for the most recently ended four Fiscal Quarter period as if the Commitment
Increase had been incurred at the beginning of such period.



(c) If and to the extent that any Revolving-2 Lenders and/or other Augmenting Lenders agree,
in their sole discretion, to provide any such additional Revolving-2 Advance Commitments (i) the
Revolving Percentages of the respective Lenders in respect of Revolving-2 Advances shall be
proportionally adjusted (provided, however, that the amount equal to the adjusted
Revolving Percentage of a Revolving-2 Lender in respect of Revolving-2 Advances multiplied by the
aggregate amount of Revolving-2 Advance Commitments as increased by the Incremental Revolving
Advance Commitment Amount may not exceed such Lender’s Revolving-2 Advance Commitment immediately
prior to any such adjustment without the consent of such Lender) and such adjustment shall be
recorded in the Register and (ii) at such time and in such manner as the Borrower and the Agent
shall agree (it being understood that the Borrower and the Agent will use commercially reasonable
efforts to avoid the prepayment or assignment of any LIBOR Advances on a day other than the last
day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding
Revolving Advances and participations in outstanding Letters of Credit and Swingline Loans so as to
cause the amounts of such Revolving Advances and participations in Letters of Credit and Swingline
Loans held by each Lender with a Revolving Percentage with respect to Revolving Advance Commitments
in excess of zero to conform to its Revolving Percentage with respect to Revolving Advance
Commitments.



(d) The Applicable Interest Rate Margins for any Commitment Increase shall be agreed upon by
the Borrower and the Revolving-2 Lenders and/or Augmenting Lenders that agree to provide such
Commitment Increase. Any Commitment Increase to the Revolving-2 Advance Commitments shall be
subject to the terms applicable to Revolving-2 Advances under the Loan Documents, other than with
respect to pricing. The Borrower shall execute and deliver any additional Revolving-2 Notes, other
amendments or modifications to any Loan Document (including an amendment to the definition of
Applicable Interest Rate Margin, if necessary to reflect the interest rate on the Incremental
Revolving Commitment), and deliver any other certificates, consents or legal opinions as the Agent
may reasonably request in connection with any Commitment Increase.



(e) If, at the time that any Commitment Increase becomes effective, any Letters of Credit
issued hereunder are outstanding or any Swingline Loans are outstanding, each Revolving Lender’s
participation in such Letters of Credit and Swingline Loans will be adjusted in accordance with
such Revolving Lender’s Revolving Percentage, after giving effect to such Commitment Increase. If
(i) the Applicable Interest Rate Margin on the Incremental Revolving Commitment is greater than
that accruing on the existing Revolving-2 Advance Commitment by 0.50% or more, then the Applicable
Interest Rate Margin on the existing Revolving-2 Advances shall be increased to the extent
necessary to equal the Applicable Interest Rate Margin on the Advances to be made under the
Incremental Revolving Commitment and (ii) the Applicable Facility Fee Rate on the Incremental
Revolving Commitment is greater than that accruing on the existing Revolving-2 Advance Commitment
by 0.125% or more, then the Applicable Facility Fee Rate on the existing Revolving-2 Advances shall
be increased to the extent necessary to equal the Applicable Facility Fee Rate on the Advances to
be made under the Incremental Revolving Commitment.



(f) Notwithstanding anything in this Section to the contrary, the Borrower shall not be
permitted to request, nor shall the Revolving-2 Lenders or Augmenting Lenders be allowed to
provide, Commitment Increases, if after giving effect thereto, the aggregate outstanding principal
amount of Advances plus Letter of Credit Liabilities plus unused Revolving Advance
Commitments would exceed $3,500,000,000.



SECTION 2.21. 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 otherwise due pursuant to Section 2.05 shall cease to accrue on the
unfunded portion of the Commitment of such Defaulting Lender if such Lender is a Defaulting
Lender pursuant to clauses (a) or (b) of the definition thereof;




(b) the Commitment and Advances of such Defaulting Lender shall not be included in
determining whether all Lenders, Majority Lenders or Majority Revolving Lenders have taken
or may take any action hereunder (including any consent to any amendment or waiver pursuant
to Section 8.01); provided, that any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender which affects such Defaulting
Lender differently than other affected Lenders or any increase or extension of such
Defaulting Lender’s Commitment shall require the consent of such Defaulting Lender;




(c) if any Letter of Credit Liabilities or Swingline Loans exist at the time a Lender
becomes a Defaulting Lender then:




(i) all or any part of such LC Exposure and Swingline Exposure of such
Defaulting Lender shall be reallocated among the Non-Defaulting Lenders that are
Revolving Lenders pro rata but only to the extent that (1) as a result thereof
(y) the sum of such Non-Defaulting Lender’s aggregate outstanding amount of
(A) Revolving Advances; (B) LC Exposure; and (C) Swingline Exposure at such time,
after giving effect to the reallocation under this clause (c)(i) of such
Defaulting Lender’s LC Exposure, would not exceed such Non Defaulting Lender’s
Revolving Advance Commitment then in effect and (2) the conditions set forth in
Section 3.03 are satisfied at such time;




(ii) if the reallocation described in clause (c)(i) cannot, or can
only partially, be effected, the Borrower shall within one Business Day following
notice by the Agent Cash Collateralize such Defaulting Lender’s LC Exposure and/or
prepay such Defaulting Lender’s Swingline Exposure (after giving effect to any
partial reallocation pursuant to clause (c)(i)) in accordance with
procedures satisfactory to the Agent for so long as such LC Exposure or Swingline
Exposure is outstanding;




(iii) if the Borrower Cash Collateralizes any portion of such Defaulting
Lender’s LC Exposure pursuant to this Section, the Borrower shall not be required
to pay any fees to such Defaulting Lender pursuant to Section 2.05(b) with
respect to such Defaulting Lender’s LC Exposure during the period such Defaulting
Lender’s LC Exposure is Cash Collateralized; and




(iv) if the LC Exposure of the Non-Defaulting Lenders are reallocated pursuant
to this Section, then the fees payable to the Lenders pursuant to Section
2.05(a) and Section 2.05(b) shall be adjusted to give effect to such
reallocations in accordance with such Non-Defaulting Lenders’ Revolving
Percentages;




(d) so long as any Lender is a Defaulting Lender, no LC Bank shall be required to
issue, amend or increase any Letter of Credit and the Swingline Lender shall not be
required to lend a Swingline Loan, unless the related exposure will be 100% covered by the
Revolving Advance Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in
accordance with this Section, and participating interests in any such newly issued or
increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner
consistent with clause (c)(i) (and Defaulting Lenders shall not participate
therein); and




(e) any amount payable to such Defaulting Lender hereunder (whether on account of
principal, interest, fees or otherwise) shall, in lieu of being distributed to such
Defaulting Lender, and subject to any applicable requirements of law, be applied (i) first,
to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder;
(ii) second, pro rata, to the payment of any amounts then owing by such Defaulting Lender
to any LC Bank or Swingline Lender hereunder; (iii) third, if an Event of Default shall
have occurred and be continuing and the Advances have been accelerated in accordance with
Article VI, to repay Revolving Advances, interest and fees owing to such Defaulting Lender
then outstanding; (iv) fourth, subject to clause (d) and so long as all Letter of
Credit Liabilities and Swingline Exposure are 100% covered by the Revolving Advance
Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with
this Section, to reimburse the Borrower for any amount provided by the Borrower to Cash
Collateralize any Letter of Credit; and (v) fifth, to such Defaulting Lender or as
otherwise directed by a court of competent jurisdiction.



In the event that the Agent, the Borrower, the Swingline Lender and the LC Banks each agree
that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a
Defaulting Lender, then the Revolving Advances, LC Exposure and Swingline Exposure of the Lenders
shall be readjusted and reallocated to reflect the inclusion of such Lender’s Commitment and on
such date such Lender shall purchase at par such of the Advances and participations in Letters of
Credit and Swingline Loans of the other Lenders as the Agent shall determine may be necessary in
order for such Lender to hold such Advances and participations in Letters of Credit and Swingline
Loans in accordance with its applicable Revolving Percentage after giving effect to such
reallocation. Promptly following termination of this Agreement (including the termination of all
Letters of Credit issued hereunder) and the payment of all amounts owed under this Agreement (other
than unasserted contingent obligations which by their terms survive the termination of this
Agreement), all amounts, if any, held in a deposit account shall be returned to the Borrower.



ARTICLE III

CONDITIONS OF LENDING




SECTION 3.01. Conditions Precedent to the Effective Date. The obligations of the Lenders
to advance funds to the Agent and the Agent to deposit such funds in the Escrow Account shall not
become effective until and shall become effective upon the date on which each of the following
conditions is satisfied:




(a) This Agreement shall have been duly executed and delivered by or on behalf of the
Borrower, the Lenders and the Agent.




(b) The Agent shall have received the Escrow Agreement, duly executed and delivered by
each Person party thereto.




(c) The Agent shall have received the Escrow Fee.




(d) The Agent shall have received all documentation and other information required by
regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act requested of the Borrower at least two
Business Days prior to the Effective Date.




(e) The Agent shall have received a Borrowing Request (the “Initial Borrowing
Request”) and, to the extent Letters of Credit shall be issued on the Initial Borrowing
Date, an Issuance Request.




(f) The Agent shall have received the Effective Date Representation Certificate, duly
executed and delivered by the Borrower, representing, among other things, that as of June
1, 2006:




(i) There shall not have occurred any change, event, or occurrence since
February 2, 2006 that has had or would reasonably be expected to have, individually
or in the aggregate a Target Material Adverse Effect.




(ii) There shall not have occurred any change, event, or occurrence since
February 25, 2006 that, individually or in the aggregate, has had, or could
reasonably be expected to have, a material adverse effect on the business, assets,
liabilities, operations, condition (financial or otherwise) or operating results of
the Borrower and its Subsidiaries, taken as a whole but excluding New Albertsons
and its Subsidiaries.




(g) The Agent shall have received the following, each dated as of June 1, 2006 (except
with respect to certain items delivered under clauses (g)(i) and
(g)(iii) below which may be dated as of an earlier date), in form and substance
reasonably satisfactory to the Agent:




(i) certified copies of the resolutions of the board of directors of the
Borrower approving this Agreement and the other Loan Documents, and of all
documents evidencing other necessary corporate action and government approvals, if
any, with respect to this Agreement and the other Loan Documents,




(ii) a certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the names and true signatures of the officers of the Borrower authorized
to sign this Agreement, the other Loan Documents and the other documents to be
delivered hereunder,




(iii) a copy of a certificate of the Secretary of State of the jurisdiction of
incorporation of the Borrower (as of a date reasonably near the Initial Borrowing
Date) that (A) attached thereto is a true and correct copy of the Borrower’s
charter and each amendment thereto, (B) such amendments are the only amendments to
the Borrower’s charter on file in its office, (C) the Borrower has paid all
franchise taxes to the date of such certificate and (D) the Borrower is duly
incorporated and in good standing under the laws of its jurisdiction of
incorporation,




(iv) a certificate of the Borrower, signed by any of its Executive Officers
and its Secretary or any Assistant Secretary certifying (A) as to the absence of
any amendments to the charter of the Borrower since the date of the Secretary of
State’s certificate from its jurisdiction of incorporation, (B) that attached is a
true and correct copy of the by-laws of the Borrower as in effect on the Effective
Date, (C) as to the due incorporation and good standing of the Effective Date as a
corporation organized under the laws of its jurisdiction of incorporation, and the
absence of any proceeding for the dissolution or liquidation of the Borrower or as
otherwise satisfactory to the Agent,




(v) a favorable opinion of Wachtell, Lipton, Rosen & Katz, special counsel for
the Obligors, substantially in the form of Exhibit D-1 hereto, and




(vi) a favorable opinion of John P. Breedlove, Associate General Counsel of
the Borrower, substantially in the form of Exhibit E-1 hereto.




(h) The Agent shall have received the following, each dated as of June 2, 2006 (except
with respect to certain items delivered under clauses (h)(i) and
(h)(iii) below which may be dated as of an earlier date), in form and substance
reasonably satisfactory to the Agent (the “Deposited Documents”):




(i) certified copies of the resolutions of the board of directors of each
Obligor (other than the Borrower) approving this Agreement and the other Loan
Documents, and of all documents evidencing other necessary corporate action and
government approvals, if any, with respect to this Agreement and the other Loan
Documents,




(ii) a certificate of the Secretary or an Assistant Secretary of each Obligor
(other than the Borrower) certifying the names and true signatures of the officers
of such Obligor authorized to sign this Agreement, the other Loan Documents and the
other documents to be delivered hereunder,




(iii) a copy of a certificate of the Secretary of State of the jurisdiction of
incorporation of each Obligor (other than the Borrower) (as of a date reasonably
near the Initial Borrowing Date) that (A) attached thereto is a true and correct
copy of such Obligor’s charter and each amendment thereto, (B) such amendments are
the only amendments to such Obligor’s charter on file in its office, (C) such
Obligor has paid all franchise taxes to the date of such certificate and (D) such
Obligor is duly incorporated and in good standing under the laws of its
jurisdiction of incorporation or as otherwise satisfactory to the Agent,




(iv) a certificate of each Obligor (other than the Borrower), signed by any of
its Executive Officers and its Secretary or any Assistant Secretary, dated the
Initial Borrowing Date, certifying (A) as to the absence of any amendments to the
charter of such Obligor since the date of the Secretary of State’s certificate from
its jurisdiction of incorporation, (B) that attached is a true and correct copy of
the by-laws of such Obligor as in effect on the Initial Borrowing Date, (C) as to
the due incorporation and good standing of such Obligor as a corporation organized
under the laws of its jurisdiction of incorporation, and the absence of any
proceeding for the dissolution or liquidation of such Obligor,




(v) the Subsidiary Guaranty, duly executed and delivered by each Subsidiary
Guarantor,




(vi) the Pledge Agreement, duly executed and delivered by each Pledgor that
owns Equity Interests in a Subsidiary Guarantor, together with (i) certificates
evidencing all of the issued and outstanding Equity Interests owned by such Pledgor
in such Subsidiary Guarantor, which certificates in each case shall be accompanied
by undated instruments of transfer duly executed in blank, (ii) UCC-1 financing
statements naming each Obligor as the debtor and the Agent as the secured party, or
other similar instruments or documents to be filed under the UCC of all
jurisdictions as may be necessary or, in the opinion of the Agent, desirable to
perfect the security interests of the Agent pursuant to the Pledge Agreement, and
(iii) Lien search results listing all effective financing statements that name any
Obligor (under its present name and any previous names over the prior four
months) as the debtor, together with copies of such financing statements;
provided that the parties hereto hereby agree that all such collateral
shall be held in escrow by the Agent until the conditions set forth in Section
3.02 are satisfied,




(vii) a Note, duly executed and delivered by the Borrower, for each Lender
that has requested, at least two Business Days prior to the Effective Date, a Note,




(viii) a favorable opinion of Wachtell, Lipton, Rosen & Katz, special counsel
for the Obligors, substantially in the form of Exhibit D-2 hereto,




(ix) a favorable opinion of John P. Breedlove, Associate General Counsel of
the Borrower, substantially in the form of Exhibit E-2 hereto,




(x) a favorable opinion of William H. Arnold, counsel to the Borrower,
substantially in the form of Exhibit E-3 hereto,




(xi) evidence of the termination of the commitments under the Existing Credit
Agreement as of June 2, 2006, and the repayment in full of all obligations owing
under such agreement (except to the extent that letters of credit thereunder are
continuing as Letters of Credit hereunder), and




(xii) the Initial Borrowing Date Representation Certificate, duly executed and
delivered by the Borrower.




(i) The Agent and the Lenders shall be reasonably satisfied that (and the Agent and
the Lenders hereby acknowledge and agree that the procedures set forth in the Escrow
Agreement are reasonably satisfactory) the Acquisition shall be consummated pursuant to the
Merger Agreement substantially simultaneously with the release of the Escrow Deposit from
the Escrow Account and the conversion thereof into Advances, and no material provision or
condition thereof shall have been waived, amended, supplemented or otherwise modified in a
manner that is material and adverse to the Lenders, without the prior written consent of
the Lead Arranger (as defined in the Existing Credit Agreement).




(j) The Agent shall have received written instructions from the Borrower to the effect
that all accrued fees and expenses of the Agent (including the accrued fees and expenses of
counsel to the Agent) that have been billed at least two Business Days prior to the
Effective Date, and any and all other fees required to be paid on or before the Effective
Date, shall be automatically paid as Advances hereunder upon the satisfaction of the
conditions in Section 3.02 and the release of the funds contemplated thereby. Upon
the satisfaction of the conditions set forth in this Section 3.01, the Agent shall
(and the Lenders authorize and direct the Agent to) (1) deposit the amounts requested
pursuant to the Initial Borrowing Request into the Escrow Account and (2) deliver a
“Confirmation Notice” (as defined in the Escrow Agreement) to the Escrow Agent.



SECTION 3.02. Conditions Precedent to the Initial Borrowing Date. All amounts deposited
into the Escrow Account shall be released as provided in the Escrow Agreement and at the time of
such release shall become Advances hereunder (of the applicable type and tranche). Immediately
upon release of the amounts as described in the foregoing sentence, the Deposited Documents shall
be released to the Agent. The parties hereto hereby agree that if the conditions set forth in this
Section are not satisfied by 2 p.m. (New York City time) on June 2, 2006, all amounts on deposit in
the Escrow Account will be returned to the Lenders based on each Lenders pro rata share of the
amount so deposited. Any interest received by the Agent with respect to interest accruing on
amounts on deposit in the Escrow Account paid to the Agent will be paid to the Lenders, pro rata,
based on the amount deposited by such Lender.



SECTION 3.03. Conditions Precedent to Each Borrowing and Issuance of Letters of Credit (other
than on or before the Initial Borrowing Date). The obligation of each Lender to make any
Advance (other than an Advance pursuant to Section 2.03(c)) resulting in an increase in the
aggregate amount of outstanding Advances, the obligation of each LC Bank to issue, amend, renew or
extend a Letter of Credit on the occasion of a request therefor by the Borrower (other than an
extension of a maturing Letter of Credit that provides for a drawing thereunder in the absence of
such extension), and the obligation of the Swingline Lender to make a Swingline Loan on the
occasion of each Swingline Borrowing, in each case other than any such Advance, issuance,
amendment, extension, or Borrowing made on or prior to the Initial Borrowing Date (each a
“Credit Extension”), shall be subject to the further conditions precedent that on the date
of such Credit Extension, the following statements shall be true (and each of the giving of the
applicable Notice of Borrowing or Issuance Request, as the case may be, and the acceptance by the
Borrower of the proceeds of such Borrowing or the issuance, amendment, renewal or extension of such
Letter of Credit, as the case may be, shall constitute a representation and warranty by the
Borrower that on the date of such Borrowing or issuance, amendment, renewal or extension of such
Letter of Credit, as the case may be, such statements are true):



(a) the representations and warranties contained in Section 4.01 are correct in all
material respects on and as of the date of such Credit Extension, as the case may be, before and
after giving effect to such Credit Extension, as the case may be, and to the application of the
proceeds therefrom, as though made on and as of such date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are
correct in all material respects (other than in respect of representations and warranties that are
subject to a materiality qualifier, in which case such representations and warranties will be true
and correct) as of such earlier date, and



(b) no event has occurred and is continuing, or would result from such Credit Extension, as
the case may be, or from the application of the proceeds therefrom, which constitutes a Default.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES




SECTION 4.01. Representations and Warranties of the Borrower. On the date of each Credit
Extension as provided in Section 3.03, the Borrower represents and warrants as follows:




(a) (i) Each Obligor is duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization and, except
where the failure to be so (individually or in the aggregate) would not reasonably be
expected to have a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.




(ii) Each Immaterial Subsidiary is duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization and is
qualified to do business in, and is in good standing in, every jurisdiction where such
qualification is required, except in each case where the failure to be so organized,
existing, in good standing or qualified to do business (individually or in the aggregate),
would not reasonably be expected to have a Material Adverse Effect.




(b) The execution, delivery and performance by each of the Obligors of each Loan
Document to which it is a party, and the consummation of the transactions contemplated
hereunder and thereunder, are within such Obligor’s corporate or other organizational
powers, have been, or will be when delivered hereunder, duly authorized by all necessary
corporate or other organizational action, and do not (i) contravene the charter or by-laws
of such Obligor, (ii) violate any law, rule, regulation, order, writ, judgment,
determination or award binding on or affecting such Obligor except where such violation,
individually and together with all other such violations, would not reasonably be expected
to (A) require payments by such Obligor of $100,000,000 or more or (B) have a Material
Adverse Effect or (iii) conflict with or result in the breach of, or constitute a default
under, any agreement or instrument binding on or affecting such Obligor except where such
conflict, default or breach, individually, and together with all other such conflicts,
defaults or breaches, would not reasonably be expected to (A) require payments by such
Obligor of $100,000,000 or more or (B) have a Material Adverse Effect.




(c) This Agreement has been, and each other Loan Document when delivered hereunder
will have been, duly executed and delivered by the Borrower and each other Obligor, as
applicable. This Agreement is, and the other Loan Documents when delivered hereunder will
be, legal, valid and binding obligations of each Obligor party thereto, enforceable against
such Obligor in accordance with their respective terms; subject to (i) the effects of
bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar
laws affecting creditors’ rights generally, (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and
(iii) implied covenants of good faith and fair dealing.




(d) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body, or any third party that is a party to any
agreement or instrument binding on any of the Obligors (other than those that have been, or
on the Effective Date will be, duly obtained or made and which are, or on the Effective
Date will be, in full force and effect, and other than any filings, registrations,
recordings or other actions required to perfect the security interests granted by or under
any Loan Document) is required for the due execution, delivery or performance by such
Obligor of this Agreement or any other Loan Document to which such Obligor is a party
except where the failure to obtain such authorization or approval or to take such action by
or give or file such notice with any third party that is a party to any agreement or
instrument binding on any of the Obligors could not reasonably be expected to have a
Material Adverse Effect.




(e) Schedule III sets forth the name of, and the ownership interest of the
Borrower and its applicable Subsidiaries in, each Subsidiary of the Borrower as of the
Initial Borrowing Date.




(f) There is no pending or, to the knowledge of the Borrower, threatened in writing
action, suit, investigation, litigation or proceeding, including any Environmental Action,
affecting any Obligor or any of their respective Subsidiaries before any court,
governmental agency or arbitrator, that could reasonably be expected to (i) have a Material
Adverse Effect, or (ii) adversely affect the legality, validity or enforceability of this
Agreement or any other Loan Document or the consummation of the transactions contemplated
hereby.




(g) No information, exhibit or report furnished by or on behalf of the Borrower to the
Agent or any Lender in connection with the negotiation of the Loan Documents (including but
not limited to the Information Memorandum or the 2010 Information Memorandum) or pursuant
to the terms of the Loan Documents (other than financial projections and information of a
general economic nature), taken as a whole, contained any untrue statement of a material
fact or omitted to state a material fact necessary to make the statements made therein,
taken as a whole, not misleading in light of the circumstances under which such statements
were made; and all financial projections that have been provided by or on behalf of the
Borrower to the Agent or any Lender were prepared in good faith based on assumptions
believed to be reasonable when made (it being understood that such projections are subject
to significant uncertainties and contingencies beyond the Borrower’s control, and that no
assurance can be given that the projections will be realized).




(h) Following application of the proceeds of each Advance, Swingline Loan and Letter
of Credit, not more than 25% of the value of the assets (either of the Borrower only or of
the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of
Section 5.02(a) or Section 5.02(c) or subject to any restriction
contained in any agreement or instrument between any Obligor and any Lender or any
Affiliate of any Lender relating to Debt will be margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System).




(i) No ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse Effect.




(j) Each of the Borrower and its Subsidiaries has filed or caused to be filed all tax
returns which are required to be filed, and all taxes related to such returns and any
assessments made against it or any of its respective properties and all other taxes, fees
or other charges imposed on it or any of its respective properties by any governmental
authority (other than those the amount or validity of which is contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with GAAP have
been provided on the books of the Borrower or its Subsidiaries as the case may be) have
been paid, except to the extent the failure to make such filings or payments would not
reasonably be expected to have a Material Adverse Effect.




(k) Neither the Borrower nor any of its Subsidiaries is an “investment company”, or an
“affiliated person” of, or “promotor” or “principal underwriter” for an “investment
company”, as such terms are defined in the Investment Company Act of 1940, as amended.




(l) Except for such matters individually or in the aggregate that would not reasonably
be expected to have a Material Adverse Effect: (i) the operations and properties of the
Borrower and each of its Subsidiaries comply with all Environmental Laws, all necessary
Environmental Permits have been obtained and are in effect for the operations and
properties of the Borrower and its Subsidiaries and the Borrower and its Subsidiaries are
in compliance with all such Environmental Permits, and (ii) no circumstances exist that
could be reasonably likely to (A) form the basis of an Environmental Action against the
Borrower or any of its Subsidiaries or any of their respective properties, or (B) cause any
such property to be subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law.




(m) (i) Each of the Borrower and its Subsidiaries has good title to, or
valid leasehold interests in, all its real and personal property material to its business,
except for minor defects in title that do not interfere with its ability to conduct its
business as currently conducted, to utilize such properties for their intended purposes or
which would not reasonably be expected to have a Material Adverse Effect.




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



ARTICLE V

COVENANTS OF THE BORROWER




SECTION 5.01. Affirmative Covenants. From and after the Initial Borrowing Date, and until
the Termination Date, the Borrower will:




(a) Compliance with Laws, Payment of Taxes, Etc. Comply, and cause each of
its Subsidiaries to comply, except where such failure to comply would not reasonably be
expected to have a Material Adverse Effect, with (i) all its payment obligations (other
than in respect of Debt and judgments or orders for the payment of money), (ii) all
applicable laws (including ERISA and Environmental Laws), rules, regulations and orders,
such compliance to include paying and discharging before the same become delinquent all
taxes, assessments and governmental charges imposed upon it or upon its property, except,
in each case for clauses (i) and (ii), where (A) the validity or amount thereof is being
contested in good faith by appropriate proceedings, (B) the Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with GAAP and
(C) such contest effectively suspends collection of the contested obligation and the
enforcement of any Lien securing such obligation, and (iii) all material contracts to which
it or its Subsidiaries is a party.




(b) Preservation of Existence, Etc. Preserve and maintain, and cause each of
its Subsidiaries to preserve and maintain, its existence, rights (charter and
statutory) and franchises, provided, however, that the Borrower and any
Subsidiary may consummate any merger, consolidation, liquidation, dissolution or
disposition permitted under Section 5.02(b), and provided
further that the Borrower and its Subsidiaries shall not be required to preserve
any right or franchise if the Borrower and the relevant Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Borrower
and its Subsidiaries and that the loss thereof is not disadvantageous in any material
respect to the Borrower and its Subsidiaries, taken as a whole.




(c) Keeping of Books. Keep proper books of record and account in which
entries that are full and correct in all material respects shall be made of all financial
transactions and the assets and business of the Borrower and each Subsidiary in order to
permit the Borrower to prepare Consolidated financial statements of the Borrower in
accordance with GAAP.




(d) Reporting Requirements. Furnish to the Agent (who shall promptly
distribute to each Lender):




(i) (A) as soon as available and in any event within 45 days after
the end of each of the first three quarters of each Fiscal Year of the Borrower,
the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end
of such quarter and Consolidated statements of income and retained earnings of the
Borrower and its Subsidiaries for the period commencing at the end of the previous
Fiscal Year and ending with the end of such quarter, duly certified by a Financial
Officer of the Borrower as having been prepared in accordance with GAAP;




(B) as soon as available and in any event within 90 days after the end of each
Fiscal Year of the Borrower, a copy of the Consolidated annual report for such year
for the Borrower and its Subsidiaries, containing Consolidated financial statements
for such year, reported on by KPMG LLP or other independent public accountants of
recognized national standing (without a “going concern” or like qualification or
exception and without any qualification or exception as to the scope of such
audit); and




(C) together with each delivery of financial statements required by
clauses (A) and (B) above, a certificate of a Financial Officer of
the Borrower (1) stating that such Financial Officer has reviewed or caused to be
reviewed under his or her supervision the terms of this Agreement and the other
Loan Documents and the transactions and condition of the Borrower and its
Subsidiaries during the accounting period covered by such financial statements and
that such review has not disclosed the existence as at the date of such certificate
of any condition or event that constitutes a Default, and (2) setting forth (except
to the extent specifically set forth in such financial statements) information in
reasonable detail necessary to demonstrate the Borrower’s compliance as at the end
of such accounting period with Section 5.02(e) and (f), (including,
but not limited to, a description of and amounts comprising the elements of
Consolidated Total Debt, each determined in accordance with GAAP);




(ii) as soon as possible and in any event within five days after any Financial
Officer of the Borrower has knowledge of the occurrence of each Default continuing
on the date of such statement, a statement of a Financial Officer of the Borrower
setting forth the details of such Default and the action which the Borrower has
taken and proposes to take with respect thereto;




(iii) promptly after the sending or filing thereof, copies of all reports
which the Borrower sends to its shareholders generally, and copies of all reports
and registration statements which the Borrower or any Subsidiary files with the
Securities and Exchange Commission or any national securities exchange;




(iv) promptly upon becoming aware of such event, notice of the occurrence of
any ERISA Event occurring after the Effective Date that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower and its Subsidiaries in an aggregate amount exceeding
$50,000,000 in any one calendar year;




(v) promptly after commencement thereof, notice of all actions and proceedings
before any court, governmental agency or arbitrator affecting the Borrower or any
of its Subsidiaries of the type described in Section 4.01(f);




(vi) promptly, but in any event within 30 days following the date on which
Beryl is no longer an insurance company regulated by the applicable governmental
authorities having jurisdiction over insurance companies, a notice to the Agent to
that effect; and




(vii) such other information respecting the condition or operations, financial
or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the
Agent may from time to time reasonably request.



The certificates of a Financial Officer required to be delivered pursuant to Section
5.01(d)(i)(C) shall be deemed to have been delivered on the date on which the same have been
posted on the IntraLinks website; provided that the Borrower shall deliver one paper copy
of any such certificate to the Agent and any Lender who requests that the Borrower deliver such
paper copies, until written notice to cease delivering such paper copies is given by the Agent or
such Lender. The financial statements required to be delivered pursuant to Sections
5.01(d)(i)(A) and (B) and the reports required to be delivered pursuant to Section
5.01(d)(iii) shall be deemed to have been delivered on the date on which the same have been
posted on the Securities and Exchange Commission’s website at www.sec.gov; provided that
the Borrower shall deliver paper copies of such reports to the Agent and any Lender who requests
the Borrower to deliver such paper copies until written notice to cease delivering paper copies is
given by the Agent or such Lender.




(e) Use of Proceeds. Use the proceeds of:




(i) any Term Advances for the consummation of the Transaction; and




(ii) any Revolving Advances, Swingline Loans and Letters of Credit for capital
expenditures and working capital and general corporate purposes of the Borrower and
its Subsidiaries; provided that up to $500,000,000 (or such greater amount
with the consent of the Agent) of Revolving Advances made on the Effective Date may
be used on the Effective Date to consummate the Transaction.




(f) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to
maintain, insurance with responsible and reputable insurance companies or associations in
such amounts and covering such risks as is usually carried by companies of similar size
engaged in similar businesses and owning similar properties in the same general areas in
which the Borrower or such Subsidiary operates.




(g) Maintenance of Properties, Etc. Maintain and preserve, and cause each of
its Subsidiaries to maintain and preserve, all of its properties that are used or useful in
the conduct of its business in good working order and condition, ordinary wear and tear
excepted, provided, however, that neither the Borrower nor any of its
Subsidiaries shall be required to maintain or preserve any properties if the Borrower
determines, in its reasonable business judgment, that the maintenance and preservation
thereof is no longer desirable in the conduct of the business of the Borrower or such
Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any
material respect to the Borrower or such Subsidiary.




(h) Visitation Rights. At any reasonable time upon the occurrence and during
the continuance of a Default while any Advance is outstanding, permit the Agent or any of
the Lenders, or any agents or representatives thereof, to examine and make copies of and
abstracts from the records and books of account of, and visit the properties of, the
Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of
the Borrower and any of its Subsidiaries with any of their officers and with their
independent certified public accountants.




(i) Future Guarantors, Security, etc. Subject to the collateral release
provisions in the Pledge Agreement, the Borrower will, and will cause each Pledgor that
owns the Equity Interests of a Subsidiary Guarantor to, execute and deliver any documents,
agreements and instruments and deliver any certificated securities and financing
statements, and take all further action that may be required under applicable law, or that
the Agent may reasonably request, so that the Agent, on behalf of the Lenders, has a
perfected security interest in the Equity Interests held by such Pledgor issued by such
Subsidiary Guarantor to the extent, and with the priority, required under the Pledge
Agreement and otherwise in order to effectuate the transactions contemplated by the Pledge
Agreement and in order to grant, preserve, protect and perfect the validity and priority of
the Liens created or intended to be created by the Pledge Agreement. The Borrower will
cause any (A) subsequently acquired or organized domestic Subsidiary (other than any
Receivables Subsidiary or Immaterial Subsidiary) and (B) any domestic Subsidiary (other
than a Receivables Subsidiary) that as of the Effective Date is an Immaterial Subsidiary
but which subsequent to the Effective Date ceases to be an Immaterial Subsidiary, to
execute a supplement (in form and substance satisfactory to the Agent) to the Subsidiary
Guaranty and each other applicable Loan Document in favor of the Lenders.




(j) Fiscal Year. If the Borrower changes its Fiscal Year, it will give prompt
notice to the Agent of such change and in no event later than two weeks prior to such
change.



SECTION 5.02. Negative Covenants. From and after the Initial Borrowing Date, and until the
Termination Date, the Borrower will not:




(a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries
to create or suffer to exist, any Lien upon or with respect to any of its properties,
whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to
assign, any right to receive income, in each case to secure or provide for the payment of
any Debt of any Person, other than:




(i) Liens securing payment of the Obligations,




(ii) in the case of the Borrower, Liens to secure Debt incurred solely for the
purpose of financing the acquisition, construction, repair or improvement of any
real property, fixtures or equipment acquired by the Borrower with the proceeds of
such Debt, provided that (A) any such Liens attach only to such assets,
(B) the Debt (including any extensions, renewals or refinancings thereof) secured
by any such Lien does not exceed 100% of the purchase price of the property being
purchased or the cost of such construction, repair or improvement, and (C) such
Liens are incurred within 180 days after such acquisition, construction, repair,
improvement, or the completion of any construction of any new business or operating
facilities on any land so acquired,




(iii) in the case of any Subsidiary of the Borrower, Liens to secure Debt
incurred by such Subsidiary solely to finance the acquisition, construction, repair
or improvement of real property, fixtures or equipment to the extent permitted
pursuant to Section 5.02(d)(ii), provided that (A) any such Liens
attach only to such assets, (B) the Debt (including any extensions, renewals or
refinancings thereof) secured by any such Lien does not exceed 100% of the purchase
price of the property being purchased or the cost of such construction, repair or
improvement, and (C) such Liens are incurred within 180 days after such
acquisition, construction, repair, improvement, or the completion of any
construction of any new business or operating facilities on any land so acquired,




(iv) in the case of any Subsidiary of the Borrower, Liens to secure Debt
assumed by such Subsidiary solely in connection with the acquisition of real
property, fixtures or equipment to the extent permitted pursuant to
Section 5.02(d)(iii), provided that any such Liens were
incurred to secure such Debt prior to such purchase and not in contemplation
thereof, attach only to the assets so purchased and the Debt (including any
extensions, renewals or refinancings thereof) secured by any such Lien does not
exceed 100% of the purchase price of the property being purchased,




(v) in the case of any Person acquired by the Borrower or any Subsidiary of
the Borrower, which Person will be, upon such acquisition, a Subsidiary of the
Borrower, Liens to secure Debt to the extent permitted pursuant to Section
5.02(d)(iv), provided that any such Liens attach only to the assets of
the Person so acquired and the Debt (including any extensions, renewals or
refinancings thereof) secured by any such Lien does not exceed 100% of the purchase
price of the Person being acquired,




(vi) in the case of the Borrower or any Subsidiary of the Borrower, Liens
existing on property at the time of the acquisition thereof by the Borrower or such
Subsidiary of the Borrower (other than any such Lien created in contemplation of
such acquisition that was incurred to finance the acquisition of such property),




(vii) any extensions, renewals, refinancings or replacements of any of the
Liens permitted by subclauses (i) through (vi) above or
subclause (x) below for the same or a lesser amount, provided,
however, that no such Liens shall extend to or cover any real property,
fixtures, equipment or other assets not theretofore subject to the Lien being
extended, renewed or replaced,




(viii) Liens for taxes not yet due or which are being contested in good faith
by appropriate proceedings and for which appropriate reserves have been made in
accordance with GAAP,




(ix) Liens incidental to the conduct of its business or the ownership of its
property and assets which do not secure Debt, and which do not in the aggregate
materially detract from the value of its property or assets or materially impair
the use thereof in the operation of its business,




(x) Liens existing on the Effective Date and set forth on
Schedule IV,




(xi) Liens incurred by a Receivables Subsidiary in a Permitted Receivables
Financing securing Debt not to exceed $500,000,000, and




(xii) Liens not otherwise permitted by the foregoing clauses of this
Section 5.02(a) securing Debt, provided that (A) the aggregate
principal amount of Debt secured by such Liens at the time any such Lien is created
(after giving effect to such Lien) does not exceed 5% of the total assets of the
Borrower and its Subsidiaries on a Consolidated basis (determined by reference to
the Most Recent Financial Statements) and (B) such Liens shall only apply to assets
of Subsidiaries of the Borrower if such Liens secure only Debt of Subsidiaries of
the Borrower that is permitted pursuant to Section 5.02(d)(x).



Notwithstanding the foregoing, in no event will the Borrower or any of its Subsidiaries incur,
create or permit to exist any Lien on its Inventory or Eligible Accounts Receivables other than
(A) Liens created by statute (or Liens filed without the consent of the Borrower or such Subsidiary
that are being contested in good faith), (B) Liens that are unperfected and inconsequential and
held by vendors of the Borrower and its Subsidiaries in the ordinary course of business and
(C) Liens listed on Schedule IV.




(b) Mergers, Etc. Merge or consolidate with or into, liquidate or dissolve,
or convey, sell, transfer, lease or otherwise dispose of (whether in one transaction or in
a series of transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to any Person, or permit any of its Subsidiaries to do so, except that:




(i) any domestic Subsidiary of the Borrower may merge or consolidate with or
into the Borrower (provided that the Borrower shall be the continuing or
surviving Person) or with any one or more other Subsidiaries of the Borrower
(provided that no Subsidiary Guarantor or the Borrower may merge or
consolidate with or into ASC, New Albertsons or the Borrower if the aggregate book
value of the assets of such Persons being merged or consolidated is in excess of
the Interco Disposition Amount),




(ii) the Borrower or any Subsidiary of the Borrower may convey, sell,
transfer, lease or otherwise dispose of any of its assets to the Borrower or any
Subsidiary of the Borrower, as the case may be (provided that no Subsidiary
Guarantor or the Borrower may transfer, lease or otherwise dispose of any of its
assets (other than Equity Interests) to ASC, New Albertsons or the Borrower if the
aggregate book value of such assets being transferred, leased or otherwise disposed
is in excess of the Interco Disposition Amount),




(iii) the Borrower or any Subsidiary of the Borrower may merge with any other
Person that is not the Borrower or any Subsidiary of the Borrower, provided
that the Borrower or, in the case of any Subsidiary, a Subsidiary, shall be the
continuing or surviving Person, and the Borrower shall be in compliance on a pro
forma basis after giving effect to such merger, with the covenants contained in
Sections 5.02(e) and (f), recomputed as at the last day of the most
recently ended Fiscal Quarter of the Borrower for which financial statements are
available, as if such merger (and any related incurrence or repayment of Debt) had
occurred on the first day of each relevant period for testing such compliance,




(iv) the Borrower and its Subsidiaries may engage in transactions permitted by
Section 5.02(c), and




(v) any Subsidiary may liquidate or dissolve if the Borrower determines in
good faith that such liquidation or dissolution is in the best interests of the
Borrower and is not materially disadvantageous to the Lenders,



provided that, in the case of each transaction permitted under this Section
5.02(b), at the time of such proposed transaction and immediately after giving effect to such
proposed transaction, no Default shall have occurred and be continuing.




(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or
permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, its
assets, or grant any option or other right to purchase, lease or otherwise acquire its
assets, other than:




(i) Sales of inventory in the ordinary course of its business;




(ii) Any sale of assets in a transaction authorized by
Sections 5.02(b)(i), (ii), (iii) or (v);




(iii) Sales of rights to payment and the security therefor to the extent such
sales are accounted for as true sales in accordance with GAAP;




(iv) Other sales, leases, transfers or other dispositions of assets
(collectively, “Dispositions”) of the Borrower or any of its Subsidiaries;
provided that, at the time of and after giving effect to any such
Disposition (A) such Disposition (or any portion thereof) shall not constitute an
Excess Amount, except as permitted by the second sentence of this Section
5.02(c)(iv) and (B) the aggregate book value of all Dispositions made in
reliance upon this clause (iv) (including the aggregate book value of
assets constituting the Excess Amount) from the Restatement Effective Date through
the Term B-2 Maturity Date shall not, in the aggregate, exceed 25% of the total
assets of the Borrower and its Subsidiaries on a Consolidated basis (determined by
reference to the Most Recent Financial Statements). The Borrower and its
Subsidiaries shall be permitted to make Dispositions which constitute or include
any Excess Amount if (1) such Disposition (and not just the portion of the
Disposition relating to the Excess Amount) is for fair market value, as determined
by the Borrower in a commercially reasonable manner, (2) other than the assumption
of obligations by the purchaser, the Borrower or the applicable Subsidiary receives
no less than 90% of the consideration for the Excess Amount, in cash, (3) no
Default shall have occurred and be continuing before or after giving effect to such
Disposition, and (4) for so long as any Term Advances are outstanding, within six
Business Days following the consummation of such Disposition, the Borrower shall
have complied with the terms of Section 2.07(c); provided, that the
Borrower and its Subsidiaries shall not have to comply with the requirements set
forth in numbers (1) through (4) in the case of any Disposition for which the Net
Disposition Proceeds are less than or equal to $5,000,000;




(v) Sales pursuant to a Permitted Receivables Financing; and




(vi) The sale of an interest in any Subsidiary engaged primarily in the
business of manufacturing or production, or of any assets primarily used in the
business of manufacturing or production.




(d) Subsidiary Debt. Permit any of its Subsidiaries to create, incur, assume
or suffer to exist any Debt, other than:




(i) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower
that shall not have been transferred or pledged to any third party,




(ii) Debt (including Capital Leases) incurred to finance the acquisition,
construction, repair or improvement of real property, fixtures or equipment
acquired by such Subsidiary from a Person other than the Borrower or any other
Subsidiary of the Borrower, provided that (A) such real property, fixtures
or equipment shall be purchased, constructed, repaired or improved on an
arm’s-length basis and at a fair market value as reasonably determined at the time
of such acquisition by the authorized officers or the board of directors of the
Borrower, as the case may be, in a manner consistent with the Borrower’s standard
procedures, and extensions, refinancings and renewals of such Debt, and (B) such
Debt shall be incurred within 180 days after such acquisition, construction,
repair, improvement or the completion of any construction of any new business or
operating facilities on any land so acquired,




(iii) secured Debt assumed by such Subsidiary in connection with the
acquisition of real property, fixtures or equipment which Debt (A) is secured only
by such property, and (B) is outstanding at the time of the acquisition of such
property and not incurred to finance the acquisition thereof, and extensions,
refinancings and renewals of such Debt,




(iv) Debt of a Person that is acquired by such Subsidiary or the Borrower,
which Person will be, upon such acquisition, a Subsidiary of the Borrower and which
Debt (A) is secured, if at all, only by the assets of such Person, and (B) is
outstanding at the time of the acquisition of such Person and not incurred to
finance the acquisition thereof, provided that the Borrower shall be in compliance
on a pro forma basis after giving effect to such acquisition with the covenants
contained in Sections 5.02(e) and (f), recomputed as at the last
day of the most recently ended Fiscal Quarter of the Borrower for which financial
statements are available, as if such acquisition (and any related incurrence or
repayment of Debt) had occurred on the first day of each relevant period for
testing such compliance,




(v) endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business,




(vi) Debt existing on the Effective Date (with all Debt of the Subsidiaries of
the Borrower for borrowed money in a principal amount of $5,000,000 or greater
existing on the Effective Date being described on Schedule II),




(vii) any extension, refinancing, or renewal of any of the Debt specified in
Sections 5.02(d)(ii), (iii), (iv) and (vi) not
resulting in an increase in the principal amount of such Debt so extended,
refinanced, or renewed,




(viii) Debt incurred pursuant to the Loan Documents,




(ix) Debt incurred by a Receivables Subsidiary in a Permitted Receivables
Financing, and




(x) Debt of such Subsidiary not otherwise permitted by the foregoing clauses
of this Section 5.02(d), provided that the aggregate principal
amount of such Debt of all Subsidiaries at any one time outstanding does not exceed
the greater of (A) $500,000,000 or (B) an amount equal to 2.5% of the total assets
of the Borrower and its Subsidiaries on a Consolidated basis (determined by
reference to the Most Recent Financial Statements).




(e) Interest Expense Coverage Ratio. Permit the ratio of (i) Consolidated
EBITDA plus Consolidated Rent Expense to (ii) Consolidated Interest Expense plus
Consolidated Rent Expense as of the last day of any Fiscal Quarter occurring during any
period set forth below, in each case for the four consecutive Fiscal Quarters ending on
such day, to be less than the ratio set forth opposite the period containing such day:



	 	 	 
	Period	 	Ratio
	Effective Date — 12/30/06

	 	2.10:1.00
	12/31/06 – 12/30/07

	 	2.15:1.00
	12/31/07 — 12/30/08

	 	2.20:1.00
	12/31/08 — 12/30/09

	 	2.25:1.00
	12/31/09 – 12/30/11

	 	2.20:1.00
	12/31/11 – 12/30/12

	 	2.25:1.00
	12/31/12 and thereafter

	 	2.30:1.00







(f) Leverage Ratio. Permit the ratio of (i) Consolidated Total Debt to
(ii) Consolidated EBITDA as of the last day of any Fiscal Quarter occurring during any
period set forth below, in each case for the four consecutive Fiscal Quarters ending on
such day, to be greater than the ratio set forth opposite the period containing such day:



	 	 	 
	Period	 	Ratio
	Effective Date – 12/30/07

	 	4.50:1.00
	12/31/07 — 12/30/08

	 	4.25:1.00
	12/31/08 — 12/30/09

	 	4.00:1.00
	12/31/09 – 12/30/11

	 	4.25:1.00
	12/31/11 – 12/30/12

	 	4.00:1.00
	12/31/12 and thereafter

	 	3.75:1.00







(g) Sale and Leaseback Transactions. Enter into, or permit any of its
Subsidiaries to enter into, any arrangement, directly or indirectly, whereby it shall sell
or transfer any property, real or personal, used or useful in its business, whether now
owned or hereinafter acquired, and thereafter rent or lease such property or other property
that it intends to use for substantially the same purpose or purposes as the property sold
or transferred, except for any such sale or transfer of any real property, fixtures or
equipment that (i) is made for cash consideration in an amount not less than the cost of
such fixed or capital asset and is consummated within 90 days after the Borrower or such
Subsidiary acquires or completes the construction of such real property, fixtures or
equipment or (ii) is made for cash consideration in an amount not less than the fair value
(as reasonably determined by the Borrower in good faith) of such fixed or capital asset and
is effected pursuant to Section 5.02(c)(iv).




(h) Transactions with Affiliates. Sell, lease or otherwise transfer, or
permit any of its Subsidiaries to sell, lease or otherwise transfer, any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions (other than (i) for the provision of accounting, payroll,
treasury, cash management, financial, legal and other administrative services, in each
case, in the ordinary course of business, (ii) payments made and other transactions entered
into in the ordinary course of business with current or former officers and directors of
the Borrower or any Subsidiary or (iii) transactions between or among the Borrower and its
Subsidiaries) with, any of its Affiliates, except transactions in the ordinary course of
business 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.




(i) Business of Borrower and Subsidiaries. Engage, or permit any of its
Subsidiaries to engage, at any time, in any business or business activity to the extent
doing so would cause the predominant business of the Borrower and its Subsidiaries (taken
as a whole) at any time to be a business that is not a business conducted by the Borrower
or its Subsidiaries on the Effective Date or business activities reasonably related or
incidental thereto.




(j) Restrictive Agreements. Enter into, incur or permit to exist, or permit
any Subsidiary that is not a Foreign Subsidiary or Immaterial Subsidiary to enter into,
incur or permit to exist, directly or indirectly, any agreement or other arrangement, other
than any agreement or arrangement that is terminable at any time by the Borrower or such
Subsidiary at its sole option for cash consideration (including the repayment of any Debt,
fees, expenses or other amounts in respect thereof) that does not exceed $50,000,000 in the
aggregate for all such agreements and arrangements, that prohibits, restricts or imposes
any condition upon (i) the ability of the Borrower or any such Subsidiary to create, incur
or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any
such Subsidiary to pay dividends or other distributions with respect to any interests
(however designated) of its Equity Interests (other than requirements imposed on
non-wholly-owned Subsidiaries to make any such distribution to all owners of Equity
Interests) or to make or repay loans or advances to the Borrower or any other Subsidiary of
the Borrower or to Guarantee Debt of the Borrower or any other Subsidiary of the Borrower,
provided that (A) the foregoing shall not apply to restrictions and conditions
imposed by law or by any Loan Document, (B) the foregoing shall not apply to restrictions
and conditions existing on the Effective Date (or to any extension or renewal of, or any
amendment or modification of, any other restrictions or conditions contained in agreements
replacing or refinancing the agreements imposing the restrictions and conditions, in each
case that do not expand the scope of any such restriction or condition, except that
expansions of the scope of any such restrictions as a result of provisions existing on the
date hereof that automatically incorporate changes to this Agreement shall be permitted),
(C) the foregoing shall not apply to restrictions and conditions with respect to a
Subsidiary that is not a Subsidiary of the Borrower on the Effective Date under any
agreement or arrangement in existence at the time such Person becomes a Subsidiary of the
Borrower and not entered into in contemplation of such transaction, (D) 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,
(E) subclause (i) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Debt permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such Debt,
(F) subclause (i) of the foregoing shall not apply to customary provisions in
leases and other contracts restricting the assignment thereof, and (G) the foregoing shall
not apply to any restrictions or conditions imposed by any agreement or arrangement that
amends, refinances or replaces any arrangements described in the preceding clauses
(A) through (F), provided that the terms and conditions of any such agreement or
arrangement are no less favorable to the Borrower and its Subsidiaries than those under the
agreement or arrangement that is amended, refinanced or replaced.




(k) Amendment of Material Documents. Amend, modify or waive, or permit any of
its Subsidiaries to amend, modify or waive, in any manner that is materially adverse to the
Lenders, any of its rights under (i) its certificate of incorporation, by-laws or other
organizational documents and (ii) any documents or agreements entered into in connection
with the Existing Indentures.




(l) Immaterial Subsidiaries. Permit the aggregate book value of the assets of
all Immaterial Subsidiaries, other than Beryl, designated pursuant to clause (b) of
the definition of the term “Immaterial Subsidiary” (net of assets arising from intercompany
transactions that would be eliminated on a Consolidated balance sheet of the Borrower) to
exceed 5% of the Consolidated assets of the Borrower and its Subsidiaries, as determined
for the most recently completed fiscal year for which the Borrower has provided financial
statements pursuant to Section 5.01(d)(i)(B) (after allowing for the
passage of the sixty day period before such designation must occur pursuant to such
clause (b)).



ARTICLE VI

EVENTS OF DEFAULT




SECTION 6.01. Events of Default. If any of the following events (“Events of
Default”) shall occur and be continuing:




(a) the Borrower shall fail to pay (i) any principal of any Borrowing when the same
becomes due and payable; (ii) any interest on Borrowings, any Reimbursement Obligations or
any other amount due hereunder (other than as set forth in
Section 6.01(a)(iii)), in each case within three days after the date on
which the same becomes due and payable; or (iii) fees required to be paid pursuant to
Section 2.05, and amounts due under Section 8.08, in each case within three
days after notice thereof by the Agent to the Borrower;




(b) any written representation or warranty made on or after the Effective Date by any
Obligor (or any of its officers) herein or in any other Loan Document or any certificate or
document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made;




(c) the Borrower or any other Obligor, as applicable, shall fail to perform or observe
(i) any term, covenant or agreement contained in Sections 5.01(b) (as to the
Borrower’s existence), 5.01(d)(ii), 5.01(e) or 5.02, or (ii) any
other term, covenant or agreement contained in this Agreement or any other Loan Document on
its part to be performed or observed if the failure to perform or observe such other term,
covenant or agreement shall remain unremedied for thirty days after the date written notice
thereof shall have been given to the Borrower by the Agent or any Lender; provided
that in the case of clause (ii), in the event the Borrower fails to notify the
Agent pursuant to Section 5.01(d)(ii) of its failure to perform or observe such
term, covenant or agreement within the time period set forth in Section
5.01(d)(ii), an Event of Default will occur as a result of the failure to perform or
observe such term, covenant or agreement thirty days after the date by which the Borrower
was required to have delivered to the Lenders the statement required under
Section 5.01(d)(ii);




(d) any Obligor shall fail to pay any principal of or premium or interest on any Debt
that is outstanding in a principal amount of at least $100,000,000 in the aggregate (but
excluding Debt outstanding hereunder) of such Obligor, when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt; or such Obligor shall fail
to be in compliance with any covenant under any agreement or instrument relating to any
Debt outstanding in a principal amount of at least $100,000,000 in the aggregate (but
excluding Debt outstanding hereunder) and such failure shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if the effect of such
event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any Debt outstanding in a principal amount of at least $100,000,000 in the
aggregate (but excluding Debt outstanding hereunder) shall be declared to be due and
payable, or required to be prepaid (other than by a required prepayment which does not
arise because of a failure to comply with any such covenant), redeemed, purchased or
defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to
be made, in each case prior to the stated maturity thereof;




(e) (i) the Borrower or any of its Subsidiaries (other than Immaterial
Subsidiaries) shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors; (ii) any proceeding shall be instituted by or against the
Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts under any
law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking
the entry of an order for relief or the appointment of a receiver, trustee, custodian or
other similar official for it or for any substantial part of its property and, in the case
of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of sixty days, or any of the
actions sought in such proceeding (including the entry of an order for relief against, or
the appointment of a receiver, trustee, custodian or other similar official for, it or for
any substantial part of its property) shall occur; or (iii) the Borrower or any of its
Subsidiaries (other than Immaterial Subsidiaries) shall take any corporate action to
authorize any of the actions set forth above in this clause (e);




(f) any judgments or orders for the payment of money, individually or in the
aggregate, in excess of $100,000,000 (to the extent not covered by insurance), shall be
rendered against the Borrower or any of its Subsidiaries (other than Immaterial
Subsidiaries) and either (i) enforcement proceedings shall have been commenced by any
creditor upon such judgment or order or (ii) and there shall be any period of
30 consecutive days during which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect;




(g) 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;




(h) (i) any Person or two or more Persons acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting
Stock of the Borrower (or other securities convertible into such Voting Stock) representing
35% or more of the combined voting power of all Voting Stock of the Borrower; or
(ii) during any period of up to 24 consecutive months, commencing before or after the date
of this Agreement, individuals who at the beginning of such 24-month period were directors
of the Borrower shall cease for any reason (other than due to death or disability) to
constitute a majority of the board of directors of the Borrower (except to the extent that
individuals who at the beginning of such 24-month period were replaced by individuals
(A) elected by at least a majority of the remaining members of the board of directors of
the Borrower or (B) nominated for election by a majority of the remaining members of the
board of directors of the Borrower and thereafter elected as directors by the shareholders
of the Borrower); or




(i) (i) except as permitted under any Loan Document, any Loan Document or any Lien
granted thereunder that is material to the Lenders shall (except in accordance with its
terms), in whole or in part, terminate, cease to be effective or cease to be the legally
valid, binding and enforceable obligation of any Obligor party thereto, (ii) any Obligor or
any other party shall, directly or indirectly, contest in any manner such effectiveness,
validity, binding nature or enforceability or (iii) except as permitted under any Loan
Document and except to the extent arising from the failure of the Agent to maintain
possession of certificates actually delivered to it representing securities pledged under
the Pledge Agreement or to file Uniform Commercial Code continuation statements, any Lien
securing the Obligations shall, in whole or in part, cease to be a perfected Lien;



then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the
Majority Lenders, by notice to the Borrower, declare the obligation of each Lender and the LC Bank
to make Credit Extensions to be terminated, whereupon the same shall forthwith terminate, and
(ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the
Borrower, declare the Advances, Reimbursement Obligations and Swingline Loans, all interest thereon
and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the
Advances and Swingline Loans, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower, and demand that the Borrower pay into the Holding
Account an amount of cash equal to the aggregate amount available for drawing under all outstanding
Letters of Credit, provided, however, that, in the event of an actual or deemed
entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code,
(A) the obligation of each Lender and LC Bank to make Credit Extensions shall automatically be
terminated, (B) the Notes and all Advances, Reimbursement Obligations and Swingline Loans, all such
interest and all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower and each Obligor and (C) the Borrower will pay to the Agent, for deposit in the
Holding Account, an amount of cash equal to the aggregate amount available for drawing under all
outstanding Letters of Credit.



ARTICLE VII

THE AGENT




SECTION 7.01. Appointment. The Lenders hereby appoint RBS as the Agent to act as specified
herein and in the other Loan Documents. Each Lender hereby irrevocably authorizes and each holder
of any Note by the acceptance of such Note shall be deemed to irrevocably authorize the Agent to
take such action on its behalf under the provisions hereof, the Notes, each other Loan Document
(including to give notices and take such actions on behalf of the Majority Lenders or Majority
Revolving Lenders, as applicable, as are consented to in writing by the Majority Lenders or
Majority Revolving Lenders, as applicable) and any other instruments, documents and agreements
referred to herein or therein and to exercise such powers hereunder and thereunder as are
specifically delegated to the Agent by the terms hereof and thereof and such other powers as are
reasonably incidental thereto. The Agent may perform any of its duties and exercise its rights and
powers hereunder, under the Notes and each other Loan Document, by or through its officers,
directors, agents, employees, Affiliates or sub-agents, and the provisions of Sections 7.03
and 7.05 shall apply to such officers, directors, agents, employees, Affiliates and
sub-agents.



SECTION 7.02. Nature of Duties. The Agent shall have no duties or responsibilities except
those expressly set forth in this Agreement. The duties of the Agent shall be mechanical and
administrative in nature. EACH LENDER HEREBY ACKNOWLEDGES AND AGREES THAT THE AGENT SHALL NOT
HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS, A FIDUCIARY RELATIONSHIP TO OR IN
RESPECT OF ANY LENDER. Nothing in this Agreement or in any other Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon the Agent any obligations in
respect of this Agreement or any other Loan Documents except as expressly set forth herein or
therein. The 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 Agent is required to exercise in writing by the Majority Lenders or Majority
Revolving Lenders, as applicable. Each Lender shall make its own independent investigation of the
financial condition and affairs of each Obligor in connection with the making and the continuance
of the Borrowings hereunder and shall make its own appraisal of the credit worthiness of each
Obligor, and the Agent shall have no duty or responsibility, either initially or on a continuing
basis, to provide any Lender with any credit or other information with respect thereto, whether
coming into its possession before making of the Borrowings or at any time or times thereafter
(except as set forth in this Agreement). The Agent will promptly notify each Lender at any time
that the Majority Lenders or Majority Revolving Lenders, as applicable, have instructed it to act
or refrain from acting pursuant to Article VI. The Lead Arrangers and Other Agents shall
not have any specified duties under this Agreement.



SECTION 7.03. Exculpation, Rights Etc. None of the Agent, the Swingline Lender or any LC
Bank nor any of such Person’s officers, directors, agents, employees or affiliates shall be liable
for any action taken or omitted by them hereunder or under any Note or other Loan Document, or in
connection herewith or therewith, unless caused by its or their gross negligence or willful
misconduct. None of the Agent, the Swingline Lender or any LC Bank shall be responsible to any
Lender for (a) any recitals, statements, representations or warranties herein or in any other Loan
Document, (b) the execution, effectiveness, genuineness, validity, enforceability, collectibility,
or sufficiency of this Agreement or any other Loan Document or any other document, (c) the
financial condition of any Obligor or (d) the creation, perfection or priority of any Liens
purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability,
existence, value or sufficiency of any collateral security. None of the Agent, the Swingline
Lender or any LC Bank shall be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or any other Loan
Document or any other document or the financial condition of any Obligor, or the existence or
possible existence of any Default unless requested to do so by the Majority Lenders. The Agent may
at any time request instructions from the Lenders with respect to any actions or approvals
(including the failure to act or approve) which by the terms of this Agreement or the other Loan
Documents, the Agent is permitted or required to take or to grant, and if such instructions are
requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold
any approval and shall not be under any liability whatsoever to any Person for refraining from any
action or withholding any approval under this Agreement or the other Loan Documents until it shall
have received such instructions from the Majority Lenders. Without limiting the foregoing, no
Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting,
approving or refraining from acting or approving under any of the Loan Documents in accordance with
the instructions of the Majority Lenders or, to the extent required by Section 8.01, all of
the Lenders.



SECTION 7.04. Reliance. The Agent shall be entitled to rely, and shall be fully protected
in relying, upon any notice, writing, resolution, statement, certificate, order or other document
or any telephone, telex, teletype or telecopier message believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person, and, with respect to all matters
pertaining herein or to any other Loan Document and its duties hereunder or thereunder, upon advice
of counsel selected by the Agent. For purposes of applying amounts hereunder, the Agent shall be
entitled to rely upon any Secured Party that has entered into a Rate Protection Agreement with any
Obligor for a determination (which such Secured Party agrees to provide or cause to be provided
upon request of the Agent) of the outstanding Obligations owed to such Secured Party under any Rate
Protection Agreement.



SECTION 7.05. Indemnification. To the extent the Agent or an LC Bank is not reimbursed and
indemnified by the Borrower, the Lenders will reimburse and indemnify the Agent or such LC Bank for
and against any and all liabilities, obligations, losses, damages, claims, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Agent or such LC Bank in any way relating to or
arising out of this Agreement or any other Loan Document or any action taken or omitted by the
Agent or such LC Bank under this Agreement or any other Loan Document, in proportion to each
Lender’s Percentage, provided, however, that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, claims, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Agent’s or such LC Bank’s gross
negligence or willful misconduct and the Term Lenders shall have no obligation to indemnify the LC
Bank hereunder. The obligations of the Lenders under this Section shall survive the payment in
full of all principal and interest on each Advance and Swingline Loan, all fees payable hereunder
and the expiration or termination of all Letters of Credit and the satisfaction of all
Reimbursement Obligations and the termination of this Agreement or any other Loan Document.



SECTION 7.06. Agent In Its Individual Capacity. With respect to its Advances, Swingline
Loans, Commitments (and its Percentage thereof), and Letters of Credit, the Agent shall have and
may exercise the same rights and powers hereunder and is subject to the same obligations and
liabilities as and to the extent set forth herein for any other Lender or holder of obligations
hereunder. The terms “Lenders”, “holder of obligations”, “or Majority Revolving Lenders,” or
“Majority Lenders” or any similar terms shall, unless the context clearly otherwise indicates,
include the Agent in its individual capacity as a Lender, one of the Majority Revolving Lenders,
one of the Majority Lenders, or a holder of obligations hereunder. The Agent may accept deposits
from, lend money to, and generally engage in any kind of banking, trust or other business with the
Borrower or any Subsidiary or Affiliate of the Borrower as if it were not acting as the Agent
hereunder or under the Notes or any other Loan Document, including the acceptance of fees or other
consideration for services without having to account for the same to any of the Lenders.



SECTION 7.07. Notice of Default. The Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that such notice is a
“notice of default”. In the event that the Agent receives such a notice, the Agent shall give
prompt notice thereof to the Lenders.



SECTION 7.08. Holders of Obligations. The Agent may deem and treat the payee of any
obligation hereunder as reflected on the books and records of the Agent as the owner thereof for
all purposes hereof unless and until a written notice of the assignment or transfer thereof shall
have been filed with the Agent pursuant to Section 8.07(e). Any request, authority or
consent of any Person who, at the time of making such request or giving such authority or consent,
is the holder of any obligation hereunder shall be conclusive and binding on any subsequent holder,
transferee or assignee of such obligation or of any obligation or obligations granted in exchange
therefor.



SECTION 7.09. Resignation by the Agent. (a) The Agent may resign from the
performance of all its functions and duties hereunder at any time by giving thirty Business Days’
prior written notice to the Borrower and the Lenders. Such resignation shall take effect upon the
acceptance by a successor Agent of appointment pursuant to clauses (b) or (c) below
or as otherwise provided below.



(b) Upon any such notice of resignation, the Majority Lenders shall appoint a successor Agent
who shall be satisfactory to the Borrower and shall be an incorporated bank or trust company.



(c) If a successor Agent shall not have been so appointed within said thirty Business Day
period, the Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall
serve as the Agent until such time, if any, as the Majority Lenders, with the consent of the
Borrower, appoint a successor Agent as provided above.



(d) If no successor Agent has been appointed pursuant to clause (b) and if the
Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth
Business Day after the date such notice of resignation was given by the Agent, the Agent’s
resignation shall become effective and the Majority Lenders shall thereafter perform all the duties
of the Agent hereunder until such time, if any, as the Majority Lenders, with the consent of
Borrower, appoint a successor Agent as provided above.



SECTION 7.10. Removal of Agent. (a) The Borrower shall have the right to remove
the Agent by written notice to the Agent if (i) the Agent is adjudged bankrupt or insolvent, (ii) a
receiver or other public officer takes charge of the Agent or its property, (iii) the Agent is in
material breach of its obligations hereunder or (v) the Agent otherwise becomes incapable of
acting. Such removal shall take effect upon the appointment of a successor Agent pursuant to
clauses (b) or (c) below or as otherwise provided below.



(b) Upon any such notice of removal, the Majority Lenders shall appoint a successor Agent who
shall be satisfactory to the Borrower and shall be an incorporated bank or trust company.



(c) If a successor Agent shall not have been so appointed within said thirty Business Day
period, the Borrower shall then appoint a successor Agent who shall serve as the Agent until such
time, if any, as the Majority Lenders, with the consent of the Borrower, appoint a successor Agent
as provided above.



(d) If no successor Agent has been appointed pursuant to clause (b) and if the
Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth
Business Day after the date such notice of removal was given to the Agent, the Majority Lenders
shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority
Lenders, with the consent of Borrower, appoint a successor Agent as provided above.



SECTION 7.11. Posting of Approved Electronic Communications. (a) The Borrower
hereby agrees, unless directed otherwise by the Agent or unless the electronic mail address
referred to below has not been provided by the Agent to the Borrower, that it will, or will cause
its Subsidiaries to, provide to the Agent all information, documents and other materials that it is
obligated to furnish to the Agent pursuant to the Loan Documents or to the Lenders under
Section 5.01(d), including all notices, requests, financial statements, financial
and other reports, certificates and other information materials, but excluding any such
communication that (i) is or relates to a Notice of Borrowing, a notice of continuation or
conversion or request for issuance of a Letter of Credit, (ii) relates to the payment of any
principal or other amount due under this Agreement prior to the scheduled date therefor,
(iii) provides notice of any Default under this Agreement or any other Loan Document or (iv) is
required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement
and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications
being referred to herein collectively as “Communications”), by transmitting the
Communications in an electronic/soft medium that is properly identified in a format acceptable to
the Agent to an electronic mail address as directed by the Agent. In addition, the Borrower
agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the
Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to
the extent requested by the Agent.



(b) The Borrower further agrees that the Agent may make the Communications available to the
Lenders by posting the Communications on Intralinks or a substantially similar electronic
transmission system (the “Platform”).



(c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE INDEMNIFIED PARTIES DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS IS MADE BY THE INDEMNIFIED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.
IN NO EVENT SHALL THE INDEMNIFIED PARTIES HAVE ANY LIABILITY TO THE BORROWER, SUBSIDIARY
GUARANTORS, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT
LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR
EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR ANY SUBSIDIARY
GUARANTOR’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE
EXTENT THE LIABILITY OF ANY INDEMNIFIED PARTY IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.



(d) The Agent agrees that the receipt of the Communications by the Agent at its e-mail address
distributed from time to time to the Lenders and the Borrower shall constitute effective delivery
of the Communications to the Agent for purposes of the Loan Documents. Each Lender agrees that
receipt of notice to it (as provided in the next sentence) specifying that the Communications have
been posted to the Platform shall constitute effective delivery of the Communications to such
Lender for purposes of the Loan Documents. Each Lender agrees to notify the Agent in writing
(including by electronic communication) from time to time of such Lender’s e-mail address to which
the foregoing notice may be sent by electronic transmission and that the foregoing notice may be
sent to such e-mail address.



(e) Nothing herein shall prejudice the right of the Agent or any Lender to give any notice or
other communication pursuant to any Loan Document in any other manner specified in such Loan
Document.



ARTICLE VIII

MISCELLANEOUS




SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement
or any other Loan Document (other than the Fee Letter) nor consent to any departure by any Obligor
therefrom, shall in any event be effective unless the same shall be in writing and signed by the
Majority Lenders (and, if the rights or duties of the Agent, any LC Bank or the Swingline Lender
are affected thereby, by the Agent, such LC Bank or the Swingline Lender, as the case may be), and
then such waiver, consent or other agreement shall be effective only in the specific instance and
for the specific purpose for which given, provided, however, after the Effective
Date, a waiver of the conditions specified in Section 3.03 shall be effective if in writing and
signed by the Majority Revolving Lenders, provided, further, however, that no
amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected
thereby, do any of the following:



(a) waive any of the conditions specified in Section 3.01,



(b) increase the Commitments of the Lenders or subject the Lenders to any additional
obligations,



(c) reduce the principal of, or interest on, any outstanding Advances or Swingline Loans or
any fees or other amounts payable hereunder,



(d) postpone any date fixed for any payment of principal of, or interest on, any outstanding
Advances or Swingline Loans or any fees or other amounts payable hereunder,



(e) reduce the percentage of the Commitments or of the aggregate unpaid principal amount of
outstanding Advances and Reimbursement Obligations, or the number of Lenders, that shall be
required for the Lenders or any of them to take any action hereunder,



(f) extend any Commitment Termination Date,



(g) except for Letters of Credit issued or extended in compliance with
Section 2.04(i), extend the expiration date of any Letter of Credit to a date
beyond five Business Days prior to the Revolving Advance Commitment Termination Date,



(h) except as otherwise expressly provided in a Loan Document, release (i) all or
substantially all of the Subsidiary Guarantors from the obligations under the Subsidiary Guaranty
or (ii) all or substantially all of the collateral under the Pledge Agreement, or



(i) amend this Section 8.01,



and provided further that no amendment, waiver or consent shall, unless in writing
and signed by the Agent in addition to the Lenders required above to take such action, affect the
rights or duties of the Agent under any Loan Document. The foregoing shall not prohibit the
entering into of any Commitment Increase Agreement pursuant to Section 2.20, which
shall not require the consent of the Majority Lenders.



SECTION 8.02. Notices, Etc. All notices and other communications provided for hereunder
shall be in writing (including telecopier) and mailed, transmitted or delivered, if to the
Borrower, at its address at 11840 Valley View Road, Eden Prairie, MN 55344, Attention: Treasurer,
with a copy to the Corporate Secretary of the Borrower, at the aforesaid address, if to any Lender,
at its Domestic Lending Office; and if to the Agent, at its address at 101 Park Avenue, New York,
NY 10178, Attention: Grover Fitch; or as to the Agent, at such electronic mail address as
designated pursuant to Section 7.11(a), as to the Borrower or the Agent, at such other
address as shall be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in a written notice to
the Borrower and the Agent. All such notices and communications shall, when mailed or transmitted,
be effective when deposited in the mails or telecopied, respectively, except that notices and
communications to the Agent pursuant to Article II or VII shall not be effective
until received by the Agent.



SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender or the Agent to
exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude
any other or further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.



SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Agent in connection with the negotiation,
preparation, execution, syndication, delivery, administration, modification and amendment of this
Agreement, the other Loan Documents and the other documents to be delivered hereunder, including
the reasonable fees and expenses of counsel for the Agent with respect thereto and with respect to
advising the Agent as to its rights and responsibilities under any Loan Document. The Borrower
further agrees to pay on demand all reasonable costs and expenses, if any (including reasonable
counsel fees and expenses) of the Agent and the Lenders, in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan
Documents and the other documents to be delivered hereunder, including reasonable counsel fees and
expenses in connection with the enforcement of rights under this Section 8.04(a).



(b) If any payment of principal of, or Conversion of, any LIBOR Advance is made by the
Borrower to or for the account of a Lender other than on the last day of the Interest Period for
such Advance, as a result of a payment or Conversion pursuant to Section 2.06,
2.10(f), 2.12 or 2.14 or acceleration of the maturity of the Notes pursuant
to Section 6.01 or for any other reason, the Borrower shall, upon written demand by such
Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender
any amounts required to compensate such Lender for any additional losses, costs or expenses that it
may reasonably incur as a result of such payment or Conversion, including any loss (including loss
of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender to fund or maintain such Advance.



(c) Without prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in Section 2.17 shall survive the
payment in full of principal and interest hereunder and under the Notes.



SECTION 8.05. Right of Setoff. Upon (i) the occurrence and during the continuance of any
Event of Default and (ii) the making of the request or the granting of the consent specified by
Section 6.01 to authorize the Agent to declare the Advances and Swingline Loans due and
payable pursuant to the provisions of Section 6.01, each Lender and the Agent are 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 indebtedness at any time owing by such Lender or the Agent to or for the credit or
the account of the Borrower against any and all of the obligations of the Borrower now or hereafter
existing under this Agreement and any other Loan Document, whether or not such Lender or the Agent
shall have made any demand under this Agreement or such Loan Document and although such obligations
may be unmatured. Each Lender and the Agent agree promptly to notify the Borrower after any such
set-off and application made by such Lender or the Agent, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The rights of each
Lender and the Agent under this Section 8.05 are in addition to other rights and remedies
(including other rights of set-off) which such Lender and the Agent may have.



SECTION 8.06. Binding Effect. This Agreement shall become effective when the
Amendment and Restatement Agreement shall have been executed and delivered by the Requisite Parties
(as defined in the Amendment and Restatement Agreement), and the other conditions set forth in
Article V of the Amendment and Restatement Agreement shall have been satisfied, and thereafter
shall be binding upon and inure to the benefit of the Borrower, the Agent, each Lender, the
Swingline Lender and each LC Bank, and their respective successors and assigns, except that the
Borrower shall not have the right to assign its rights or obligations hereunder or any interest
herein without the prior written consent of all the Lenders.



SECTION 8.07. Assignments and Participations. (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, except that the Borrower may not assign or otherwise transfer any of its
rights or obligations under this Agreement without the prior written consent of all Lenders.



(b) Any Lender may at any time grant to one or more lenders or other institutions (each a
“Participant”) participating interests in its Commitment or any or all of its Advances. In
the event of any such grant by a Lender of a participating interest to a Participant, whether or
not upon notice to the Borrower and the Agent, such Lender shall remain responsible for the
performance of its obligations hereunder, and the Borrower and the Agent 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 any Lender may grant such a participating interest
shall provide that such Lender shall retain the sole right and responsibility to enforce the
obligations of the Borrower hereunder including the right to approve any amendment, modification or
waiver of any provision of this Agreement and each other Loan Document, provided that such
participation agreement may provide that such Lender will not agree to any modification, amendment
or waiver of this Agreement described in Section 8.01(c), (d) or
(g) without the consent of the Participant. The Borrower agrees that each Participant
shall, to the extent provided in its participation agreement, be entitled to the benefits of
Article VII with respect to its participating interest. An assignment or other transfer
which is not permitted by clause (d) or (e) below shall be given effect for
purposes of this Agreement only to the extent of a participating interest granted in accordance
with this clause (b). Notwithstanding anything in this paragraph to the contrary, any bank
that is a member of the Farm Credit System that (i) has purchased a participation from a Lender in
the minimum amount of $10,000,000 on or after the Effective Date, (ii) is, by written notice to the
Borrower and the Agent (a “Voting Participant Notification”), designated by such Lender as
being entitled to be accorded the rights of a voting participant hereunder (any bank that is a
member of the Farm Credit System so designated being called a “Voting Participant”) and
(iii) receives the prior written consent of the Borrower and the Agent to become a Voting
Participant, shall be entitled to vote (and the voting rights of such Lender shall be
correspondingly reduced), on a dollar for dollar basis, as if such participant were a Lender, on
any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote
on any proposed action. To be effective, each Voting Participant Notification shall, with respect
to any Voting Participant, (x) state the full name, as well as all contact information required of
an assignee as set forth in an Assignment and Acceptance and (y) state the dollar amount of the
participant purchased. The Borrower and the Agent shall be entitled to conclusively rely on
information contained in notices delivered pursuant to this clause.



(c) Each Lender that grants or sells a participating interest in any Advance, Commitment or
other interest to a Participant shall, as agent of the Borrower solely for the purpose of this
Section 8.07, record in book entries maintained by such Lender the name and the amount of
the participating interest of each Participant entitled to receive payments in respect of such
participating interests.



(d) Any Lender may at any time, and so long as no Default shall have occurred and be
continuing, if demanded by the Borrower pursuant to Section 2.18 upon at least five
Business Days’ notice to such Lender and the Agent will, assign to one or more Eligible Assignees
(each an “Assignee”) all, or a proportionate part (such portion to be in an amount equal to
all of such Lender’s Commitment or equal to or greater than $5,000,000, in the case of Revolving
Advance Commitments and Term A Advances or $1,000,000, in the case of Term B Advances or an
integral multiple of $1,000,000 in excess thereof, in any case, unless otherwise agreed to by the
Borrower and the Agent) of all, of its rights and obligations under this Agreement and the other
Loan Documents, which assignment may be on a non-pro rata basis among separate tranches of
Revolving Advances and Term Advances, and such Assignee shall assume such rights and obligations,
pursuant to an assignment and acceptance in substantially the form of Exhibit C hereto (an
“Assignment and Acceptance”) executed by such Assignee and such transferor Lender, with
(and subject to) the consent of the Borrower and the Agent, such consents not to be unreasonably
withheld or delayed and, in addition, (if such assignment is of Revolving Advances or Revolving
Advance Commitments) the prior written consent of each LC Bank and the Swingline Lender,
provided that (i) if an Assignee is a Lender Affiliate of such transferor Lender or another
Lender, neither the Borrower’s nor the Agent’s consent shall be required, (ii) if any Event of
Default shall have occurred and be continuing, the Borrower’s consent shall not be required and
(iii) any assignment of a Revolving Advance Commitment shall only be permitted if a proportionate
part of such transferor Lender’s obligations to participate in Letters of Credit and Swingline
Loans in accordance with the terms of this Agreement are transferred concurrently therewith. No
assignment shall be made to a Defaulting Lender. Notwithstanding the foregoing, no assigning
Lender shall, after giving effect to any such assignment, and as determined on the effective date
of the Assignment and Acceptance with respect thereto, retain a Revolving Advance Commitment of
less than $5,000,000 or Term A Advances or Term B Advances of less than $1,000,000 (unless
otherwise agreed to by the Borrower and the Agent). Upon (i) execution of an Assignment and
Acceptance, (ii) if the Assignee is not an existing Lender or an affiliate of an existing Lender,
the payment of a nonrefundable assignment fee of $3,500 in immediately available funds to the Agent
in connection with each such assignment, (iii) written notice thereof by such transferor Lender to
the Agent and the resulting effect upon the Advances of the assigning Lender and the Assignee, the
Assignee shall have, to the extent of such assignment, the same rights and benefits as it would
have if it were a Lender hereunder (provided that the Borrower and the Agent shall be
entitled to continue to deal solely and directly with the assignor Lender in connection with the
interests so assigned to the Assignee until written notice of such assignment, together with
payment instructions, addresses and related information with respect to the Assignee, shall have
been given to the Borrower and the Agent by the assignor Lender and the Assignee) and, if the
Assignee has expressly assumed, for the benefit of the Borrower, some or all of the transferor
Lender’s obligations hereunder, such transferor Lender shall be relieved of its obligations
hereunder to the extent of such assignment and assumption. If the Assignee is not incorporated
under the laws of the United States of America or a state thereof, it shall, on or prior to the
date it becomes a Lender under this Agreement, deliver to the Borrower and the Agent certification
as to exemption from deduction or withholding of any United States federal income taxes in
accordance with Section 2.17. Each Assignee shall take such Advances and Commitment
subject to the provisions of this Agreement and the other Loan Documents and to any request made,
waiver or consent given or other action taken hereunder, prior to the receipt by the Agent and the
Borrower of written notice of such transfer, by each previous holder of such Advances and
Commitment. Such Assignment and Acceptance shall be deemed to amend this Agreement and
Schedule I hereto, to the extent, and only to the extent, necessary to reflect the addition
of such Assignee as a Lender and the resulting adjustment of all or a portion of the rights and
obligations of such transferor Lender under this Agreement, the determination of its Percentage (in
each case, rounded to twelve decimal places), the Advances and any new Notes to be issued, at the
Borrower’s expense, to such Assignee, and no further consent or action by the Borrower or the
Lenders shall be required to effect such amendments.



(e) The Borrower hereby designates the Agent to serve as the Borrower’s agent, solely for the
purpose of this Section, to maintain a register (the “Register”) on which the Agent will
record each Lender’s Commitment, the Advances made by each Lender and the Notes evidencing such
Advances, and each repayment in respect of the principal amount of the Advances of each Lender and
annexed to which the Agent shall retain a copy of each Assignment and Acceptance delivered to the
Agent pursuant to this Section. Failure to make any recordation, or any error in such recordation,
shall not affect the Borrower’s or any other Obligor’s Obligations in respect of such Advances or
Notes. The entries in the Register shall be conclusive (provided, however, that any failure to
make any recordation or any error in such recordation shall be corrected by the Agent upon notice
or discovery thereof), and the Borrower, the Agent and the Lenders shall treat each Person in whose
name an Advance and related Note is registered as the owner thereof for all purposes of this
Agreement, notwithstanding notice or any provision herein to the contrary. A Lender’s Commitment
and the Advances made pursuant thereto and the Notes evidencing such Advances may be assigned or
otherwise transferred in whole or in part only by registration of such assignment or transfer in
the Register. Any assignment or transfer of a Lender’s Commitment or the Advances or the Notes
evidencing such Advances made pursuant thereto shall be registered in the Register only upon
delivery to the Agent of an Assignment and Acceptance duly executed by the assignor thereof. No
assignment or transfer of a Lender’s Commitment or the Advances made pursuant thereto or the Notes
evidencing such Advances shall be effective unless such assignment or transfer shall have been
recorded in the Register by the Agent as provided in this Section.



(f) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time pledge or assign all or any portion of its rights under this Agreement, the Loan Documents and
the other documents executed and delivered in connection herewith (including any Note held by
it) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board without
notice to, or the consent of, the Borrower or the Agent 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.



(g) No Assignee, Participant or other transferee of any Lender’s rights shall be entitled to
receive any greater payment under Section 2.13 than such Lender would have been entitled to
receive with respect to the rights transferred, unless such transfer is made with the Borrower’s
prior written consent or by reason of the provisions of Section 2.13 or 2.14
requiring such Lender to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater payment did not
exist.



(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Designating
Lender”):




(i) May grant to one or more special purpose funding vehicles (each, an
“SPV”), identified as such in writing from time to time by the Designating Lender
to the Agent and the Borrower, the option to provide to the Borrower all or any part of any
Advance that such Designating Lender would otherwise be obligated to make to the Borrower
pursuant to this Agreement, provided that (A) nothing herein shall constitute a
commitment by any SPV to make any Advance, (B) whether or not an SPV elects to exercise
such option or otherwise fails to provide all or any part of such Advance, the Designating
Lender shall be obligated to make such Advance pursuant to the terms hereof and (C) the
Designating Lender shall remain liable for any indemnity or other payment obligation with
respect to its Commitment hereunder. The making of an Advance by an SPV hereunder shall
utilize the Commitment of the Designating Lender to the same extent, and as if, such
Advance were made by such Designating Lender.




(ii) As to any Advances or portion thereof made by it, each SPV shall have all the
rights that a Lender making such Advances or portion thereof would have had under this
Agreement, provided, however, that each SPV shall have granted to its
Designating Lender an irrevocable power of attorney, to deliver and receive all
communications and notices under this Agreement and any other Loan Documents and to
exercise on such SPV’s behalf, all of such SPV’s voting rights under this Agreement. No
Note shall be required to evidence the Advances or portion thereof made by an SPV; and the
related Designating Lender shall be deemed to hold its Note (if such Note is requested by
the Designating Lender under this Agreement) as agent for such SPV to the extent of the
Advances or portion thereof funded by such SPV. In addition, any payments for the account
of any SPV shall be paid to its Designating Lender as agent for such SPV.




(iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or
payment under this Agreement for which a Lender would otherwise be liable. In furtherance
of the foregoing, each party hereto hereby agrees (which agreements shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior indebtedness of any
SPV, it will not institute against, or join any other person in instituting against, such
SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof.




(iv) In addition, notwithstanding anything to the contrary contained in this
Section 8.07(h) or otherwise in this Agreement, any SPV may (A) at any time and
without paying any processing fee therefor, assign or for security purposes only
participate all or a portion of its interest in any Advances to the Designating Lender or
to any financial institutions providing liquidity and/or credit support to or for the
account of such SPV to support the funding or maintenance of Advances and (B) disclose on a
confidential basis any non-public information relating to its Advances to any rating
agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity
enhancements to such SPV. This Section 8.07(h) may not be amended without the
written consent of any Designating Lender affected thereby.



SECTION 8.08. Indemnification. The Borrower agrees to indemnify and hold harmless the
Agent, each Lender and each of their Affiliates and their respective directors, officers,
employees, agents, advisors and representatives (each, an “Indemnified Party”), from and
against, and to promptly reimburse them and each of them, for any and all liabilities, obligations,
losses, damages, actions, judgments, suits, claims, costs, out-of-pocket expenses and disbursements
(including interest, penalties and all reasonable attorneys’ fees and expenses) and settlement
costs that may be incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of, or in connection with the preparation for a
defense of, any litigation or proceeding or governmental action or investigation (administrative or
judicial), arising out of, related to or in connection with the actual or proposed use of the
proceeds of the Advances or arising out of this Agreement or any other Loan Document, whether or
not such investigation, litigation or proceeding is brought by the Borrower, its directors,
shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto or is otherwise required to respond thereto, provided that the
Borrower shall not be liable hereunder to the extent such claim, damage, loss, liability, or
expense (a) arises out of any settlement made without the Borrower’s consent, which consent shall
not unreasonably be withheld, (b) arises out of any proceeding brought against any Indemnified
Party by a security holder of such Indemnified Party based upon rights afforded such security
holder solely in its capacity as such, (c) arises solely from disputes among two or more
Indemnified Parties, (d) is found in a final, non-appealable judgment of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified
Party or (e) is found in a final, non-appealable judgment of a court of competent jurisdiction to
have resulted solely from such Indemnified Party’s breach of its obligations under the Loan
Documents. For the avoidance of doubt, this Section 8.08 shall not apply to any indemnification
with respect to Taxes.



SECTION 8.09. Governing Law; Submission to Jurisdiction. This Agreement, the Notes and
each other Loan Document shall be governed by, and construed in accordance with, the laws of the
State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York State court sitting
in New York City for purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby.



SECTION 8.10. Execution in Counterparts; Entire Agreement. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page by
telecopier shall be effective as delivery of an original executed counterpart of this Agreement.
Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission
or other electronic transmission shall be effective as delivery of a manually executed counterpart
hereof.



SECTION 8.11. Confidentiality. Except to the extent permitted by this Section, the Lenders
and the Agent (and, in the case of the Agent, its agents and sub-agents) shall keep confidential
all non-public information obtained by them from the Borrower pursuant to this Agreement that has
been identified as such by the Borrower, and the Lenders and the Agent (and, in the case of the
Agent, its agents and sub-agents) shall refrain from using such information other than in
connection with this Agreement, the other Loan Documents and the transactions contemplated hereby,
provided, however, that Lenders and the Agent (and, in the case of the Agent, to
its agents and sub-agents) may make such disclosure thereof as is required or requested by any
governmental agency or self-regulatory organization or representative thereof with supervisory
jurisdiction over it or pursuant to legal process, or as may otherwise be required by law or court
order, provided further, however, that, unless specifically prohibited by
applicable law or court order, each Lender and the Agent (and, its agents and sub-agents) shall
notify the Borrower of any request received by it from any governmental agency or self-regulatory
organization or representative thereof (other than any such request in connection with an
examination of such Lender or the Agent (and in the case of the Agent, its agents and sub-agents)
by a governmental agency or self-regulatory organization with supervisory jurisdiction over it) for
disclosure of any such non-public information prior to disclosure of such information so that the
Borrower may seek an appropriate protective order or make a public disclosure of such information
if the Borrower determines in its sole discretion that such disclosure may be required under
Regulation FD. The Borrower authorizes each Lender and the Agent (and in the case of the Agent,
its agents and sub-agents) to disclose to any of its or their, as applicable, Affiliates and to its
or its or their, as applicable, Affiliates’ respective partners, directors, officers, employees,
attorneys, auditors, accountants, advisors and representatives and to any pledgee referred to in
Section 8.07(f) or to any prospective Lender or Participant any and all information in such
Lender’s or the Agent’s possession concerning the Borrower and any Subsidiary of the Borrower that
has been delivered to such Lender or the Agent by or on behalf of the Borrower pursuant to
Section 5.01(d), provided that each such Person shall agree to keep such
information confidential in accordance with this Section 8.11. In no event shall any
Lender or the Agent (or, in the case of the Agent, its agents or sub-agents) be obligated or
required to return any materials furnished by or on behalf of the Borrower or any of its
Subsidiaries but such Lender or the Agent (or, in the case of the Agent, its agents or sub-agents)
shall be responsible for the destruction thereof or confidential safekeeping in accordance with its
standard procedures for keeping information of a similar nature. Notwithstanding the foregoing,
this Section 8.11 shall not apply to any information that is or becomes generally available
to the public other than as a result of the disclosure by (a) the Borrower to any Lender or the
Agent (or to its agents or sub-agents) or (b) any Lender, Participant, prospective Lender or
Participant or their respective representatives.



SECTION 8.12. Waiver of Jury Trial, Etc. EACH OF THE BORROWER, THE AGENT AND THE LENDERS
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS, THE ADVANCES OR THE ACTIONS OF THE BORROWER, THE AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.



SECTION 8.13. USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to
the requirements of the Patriot 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 Patriot
Act.



SECTION 8.14. No Novation. The amendment and restatement of the Existing Credit
Agreement as contemplated hereby shall not be construed to (and is not intended to) discharge or
release the Borrower or any other Obligor from any obligations owed to any of the Secured Parties
under the Existing Credit Agreement or any other Loan Documents, which shall remain owing under
this Agreement and the other Loan Documents. In furtherance of the foregoing, this Agreement shall
not extinguish the Obligations outstanding under the Existing Credit Agreement or any other Loan
Documents. The provisions of Sections 2.09, 2.13, 2.17, 8.04 and 8.08 of this Agreement will
continue to be effective as to all matters arising out of or in any way related to facts or events
existing or occurring prior to the Restatement Effective Date.



(Signature Page Follows)




NOTE





NEW SCHEDULE VI TO BE INCLUDED TO SET FORTH REVISED TERM B-1 AMORTIZATION AMOUNTS
(AFTER REDUCING FOR TERM B-2 AMOUNTS) AND NEW TERM B-2 AMOUNTS (1% PER
ANNUM, EQUAL QUARTERLY INSTALLMENTS EXCEPT FOR OCTOBER 5, 2015).



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




SUPERVALU INC.




By:

Name:

Title:





THE ROYAL BANK OF SCOTLAND PLC,






as Agent




By:

Name:

Title:





3