Common use of Termination; Acceptance Clause in Contracts

Termination; Acceptance. Our commitments hereunder and our agreements to provide the services described herein will automatically (and without further action) terminate upon the first to occur of (such first date, the “Termination Date”) (i) the consummation of the Acquisition (together with any funding of the Facilities to the extent required hereunder), (ii) your written notice to us of your abandonment or termination of the definitive documentation for the Acquisition, including the Acquisition Agreement, (iii) your written notice to us of your election to terminate the commitments for all of the Facilities, our agreements to provide the services described herein, and your obligations described herein and (iv) 5:00 p.m. New York City time on November 4, 2015 (or, if all conditions precedent to consummation of the Acquisition pursuant to the Acquisition Agreement have been satisfied other than the receipt of regulatory approvals, 5:00 p.m. New York City time on February 4, 2016) unless the Closing Date has occurred on or before such date on the terms and subject to the conditions set forth herein. Notwithstanding anything in this paragraph to the contrary, the termination of any commitment pursuant to this paragraph does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter set forth the entire understanding of the parties with respect to the Facilities and supersede any prior written or oral agreements among the parties hereto with respect to the Facilities. Those matters that are not covered in this Commitment Letter or in the Fee Letter are subject to mutual agreement of the parties. This Commitment Letter is in addition to the agreements of the parties set forth in the Fee Letter. No person has been authorized by any Commitment Party to make any oral or written statements that are inconsistent with this Commitment Letter and the Fee Letter. Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Commitment Parties the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter on or before the close of business on February 5, 2015, whereupon this Commitment Letter and the Fee Letter will become binding agreements among us. If not signed and returned as described in the preceding sentence by such date, this offer will terminate on such date. [The remainder of this page is intentionally left blank.] We look forward to working with you on this assignment. Very truly yours, By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director the date first above written: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer Capitalized terms used but not defined herein have the meanings assigned to such terms as set forth in the Commitment Letter to which this Exhibit A is attached. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used. In connection with the Acquisition, it is intended that: 1. The Company will obtain the Facilities and, on the Closing Date, will borrow (i) term loans under the Term Facility in an aggregate principal amount of $2,750 million and (ii) loans and other extensions of credit in an aggregate amount of approximately $1,500 million under the ABL Facility;

Termination; Acceptance. Our commitments hereunder and our agreements to provide the services described herein will automatically (and without further action) terminate upon the first to occur of (such first date, the “Termination Date”) (i) the consummation of the Acquisition (together for the avoidance of doubt, either (x) with any the funding of the Facilities to the extent required hereunder or (y) without the funding of the Facilities if not required hereunder), (ii) the termination of the Acquisition Agreement in accordance with its terms or your written notice to us of your abandonment or termination of the definitive documentation for abandonment of the Acquisition and (iii) 11:59 p.m. on April 29, 2019 (the “Termination Date”); provided, that if on the Termination Date all of the conditions to the consummation of the Acquisition set forth in the Acquisition Agreement (other than (1) those conditions that by their terms are to be satisfied at the closing of the Acquisition, including which conditions shall be capable of being satisfied at such time, and (2) any or all of the conditions set forth in Section 6.1(b) of the Acquisition Agreement, (iiiand Section 6.1(c) your written notice to us of your election to terminate the commitments for all of the Facilities, our agreements to provide the services described herein, and your obligations described herein and (iv) 5:00 p.m. New York City time on November 4, 2015 (or, if all conditions precedent to consummation of the Acquisition pursuant Agreement (but solely to the extent the matter giving rise to the failure of such condition is related to the approval under the HSR Act (as defined in the Acquisition Agreement Agreement) or under any other Antitrust Law specified in the Acquisition Agreement), have been satisfied other than or waived, then the receipt of regulatory approvalsTermination Date will automatically be extended until July 29, 5:00 p.m. New York City time on February 42019, 2016) unless the Closing Date closing of the Facilities has occurred been consummated on or before such date on the terms and subject to the conditions set forth herein. Notwithstanding anything in this paragraph to the contrary, the termination of any commitment pursuant to this paragraph does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter set forth the entire understanding of the parties with respect to the Facilities and supersede any prior written or oral agreements among the parties hereto with respect to the Facilities. Those matters that are not covered in this Commitment Letter or in the Fee Letter are subject to mutual agreement of the parties. This Commitment Letter is in addition to the agreements of the parties set forth in the Fee Letter. No person has been authorized by any Commitment Party to make any oral or written statements that are inconsistent with this Commitment Letter and the Fee Letter. Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Commitment Parties Barclays the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter on or before the close of business on February 5October 30, 20152018, whereupon this Commitment Letter and the Fee Letter will become binding agreements among between us. If not signed and returned as described in the preceding sentence by such date, this offer will terminate on such date. [The remainder of this page is intentionally left blank.] We look forward to working with you on this assignment. Very truly yours, By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director the date first above writtenBy: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President By: Name: Title: By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President, Chief Executive Financial Officer Capitalized & Treasurer Set forth below is a summary of the proposed principal terms and conditions for the Incremental Term Loan Facility (as defined below). Unless otherwise defined in this Exhibit A, capitalized terms used but not defined herein in this Exhibit A shall have the meanings assigned to such terms as set forth in the Commitment Letter to which this Exhibit A is attached. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used. In connection with the Acquisition, it is intended that: 1. The Company will obtain the Facilities and, on the Closing Date, will borrow (i) term loans under the Term Facility in an aggregate principal amount of $2,750 million and (ii) loans and other extensions of credit in an aggregate amount of approximately $1,500 million under the ABL Facility;.