AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

Confidential treatment has been requested for portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[Execution Copy]

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 3, 2016 (this “Amendment No. 3”), is by and among Xxxxx Fargo Bank, National Association, in its capacity as administrative and collateral agent (in such capacity, “Administrative Agent”) for the parties to the Credit Agreement (as defined below) as lenders (individually, each a “Lender” and collectively, “Lenders”), Lenders, SUPERVALU INC., a Delaware corporation (“Lead Borrower”), the Subsidiaries of Lead Borrower party thereto as borrowers (each a “Borrower” and collectively, together with Lead Borrower, “Borrowers”), and the obligors party thereto as guarantors (each individually a “Guarantor” and collectively, “Guarantors”).

W I T N E S S E T H :

WHEREAS, Administrative Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Administrative Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Credit Agreement, dated as of March 21, 2013, by and among Administrative Agent, Lenders, Borrowers and Guarantors, as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 17, 2014, and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of September 30, 2014 (as so previously amended, the “Existing Credit Agreement”), and as amended hereby (and as from time to time hereafter further amended, modified, supplemented, extended, renewed, restated or replaced, the “Credit Agreement”);

WHEREAS, Borrowers and Guarantors have requested that Administrative Agent and Lenders agree to make certain amendments to the Credit Agreement, and Administrative Agent and Lenders are willing to agree to make such amendments subject to the terms and conditions set forth herein; and

WHEREAS, by this Amendment No. 3, Administrative Agent, Lenders, Borrowers and Guarantors intend to evidence such amendments;

NOW, THEREFORE, in consideration of the foregoing, the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.    Definitions. For purposes of this Amendment No. 3, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 3.

2.    Amendments to Credit Agreement. The Existing Credit Agreement is hereby amended in its entirety as set forth in Annex A hereto. All schedules and exhibits to the Existing Credit Agreement, as in effect immediately prior to the date of this Amendment No. 3, shall constitute schedules and exhibits to the Credit Agreement, except that each of Schedule 1.01(a), 2.01, 5.01, 5.13, 6.17, 6.21, 7.02 and 10.02 is hereby replaced in its entirety with the corresponding Schedule set forth in Annex B hereto.

3.    Representations and Warranties. Each Loan Party, jointly and severally, represents and warrants with and to Administrative Agent and Lenders that the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, each as amended hereby, are true and correct in all material respects on and as of the date hereof, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 3, the representations and warranties contained in clause (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

4.    Conditions Precedent. The amendments contained herein shall only be effective upon satisfaction of each of the following conditions precedent:

4.1    Administrative Agent shall have received counterparts of this Amendment No. 3, as duly authorized, executed and delivered by Borrowers, Guarantors and Lenders;

4.2    Administrative Agent shall have received the Amendment No. 3 Fee Letter, dated as of February 3, 2016, by and between Xxxxx Fargo Bank, National Association and Lead Borrower (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Amendment No. 3 Fee Letter”);

4.3    Administrative Agent shall have received payment in full in cash of the fees required to be paid pursuant to this Amendment No. 3 and the Amendment No. 3 Fee Letter;

4.4    Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to Administrative Agent, of a Responsible Officer of Lead Borrower, dated as of the date hereof, either (a) attaching certified copies of its certificate of incorporation, amended by-laws, the resolutions and delegations of authority authorizing this Amendment No. 3 and the transactions contemplated herein, and an incumbency certificate with specimen signatures of officers or other appropriate representatives executing the documents contemplated by this Amendment No. 3 on behalf of Lead Borrower, or (b) certifying as to the absence of any amendment to or revocation of such documents, since the most recent copies thereof were delivered to Administrative Agent prior to the date hereof;

4.5    Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to Administrative Agent, of the Secretary or Assistant Secretary of each Loan Party (other than Lead Borrower), dated as of the date hereof, either (a) attaching certified copies of its organizational documents, the resolutions and delegations of authority

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authorizing this Amendment No. 3 and the transactions contemplated herein, and an incumbency certificate with specimen signatures of officers or other appropriate representatives executing the documents contemplated by this Amendment No. 3 on behalf of such other Loan Party, or (b) certifying as to the absence of any amendment to or revocation of such documents, since the most recent copies thereof were delivered to Administrative Agent prior to the date hereof;

4.6    Administrative Agent shall have received a good standing certificate (or its equivalent) with respect to each Loan Party from the Secretary of State (or comparable official) of the jurisdiction where such Loan Party is organized;

4.7    Administrative Agent shall have received legal opinions of counsel to the Loan Parties, in form and substance reasonably satisfactory to Administrative Agent, dated the date hereof and addressed to Administrative Agent and Lenders;

4.8    Administrative Agent shall have received results of such Lien searches with respect to each Loan Party, as Administrative Agent may reasonably require and in each case dated as of a date reasonably satisfactory to Administrative Agent, indicating the absence of Liens on the Collateral, except for Permitted Encumbrances;

4.9    As of the date of this Amendment No. 3 and after giving effect thereto, Excess Availability shall be not less than $600,000,000; and

4.10    As of the date of this Amendment No. 3 and after giving effect thereto, no Default or Event of Default shall exist and be continuing.

5.    Amendment Fee. In consideration of the amendments provided for herein, Loan Parties shall pay to Administrative Agent amendment fees, for the account of each Lender, in an amount equal to 0.125% of the final allocated Commitment of each Lender, which amendment fees shall be earned and payable as of the date hereof.

6.    Effect of Amendment No. 3. Except as expressly set forth herein, no other amendments, changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof and Loan Parties shall not be entitled to any other or further amendment by virtue of the provisions of this Amendment No. 3 or with respect to the subject matter of this Amendment No. 3. Without limiting the generality of the foregoing, each Guarantor hereby acknowledges and confirms that its guarantee of the Obligations is in full force and effect in accordance with its terms and is hereby ratified and confirmed and such continuing liability shall not be affected by this Amendment No. 3, nor shall anything contained in this Amendment No. 3 be deemed to limit or otherwise affect its obligations under such guarantee. To the extent of conflict between the terms of this Amendment No. 3 and the other Loan Documents, the terms of this Amendment No. 3 shall control. The Credit Agreement and this Amendment No. 3 shall be read and construed as one agreement. This Amendment No. 3 and the Amendment No. 3 Fee Letter are each a Loan Document. The Credit Agreement remains in full force and effect, and nothing contained in this Amendment No. 3 will constitute a waiver of any right, power or remedy under the Credit Agreement.

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7.    Governing Law. This Amendment No. 3 shall be governed by, and construed in accordance with, the laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

8.    Jury Trial Waiver. LOAN PARTIES, ADMINISTRATIVE AGENT AND EACH LENDER PARTY HERETO, EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 3 OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). LOAN PARTIES, ADMINISTRATIVE AGENT AND EACH LENDER PARTY HERETO, EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT NO. 3 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.    Binding Effect. This Amendment No. 3 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

10.    Further Assurances. Loan Parties shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative Agent to effectuate the provisions and purposes of this Amendment No. 3.

11.    Entire Agreement. This Amendment No. 3 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

12.    Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 3.

13.    Counterparts. This Amendment No. 3 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 3 by telefacsimile or other electronic method of transmission shall have the same force and effect as delivery of an original executed counterpart of this Amendment No. 3. Any party delivering an executed counterpart of this Amendment No. 3 by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart of this Amendment No. 3, but the failure to do so shall not affect the validity, enforceability, and binding effect of this Amendment No. 3.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered as of the day and year first above written.

BORROWERS:
SUPERVALU INC.
By:	/s/ Xxxxx. X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx
Title:	Executive Vice President and
	Chief Financial Officer
ADVANTAGE LOGISTICS - SOUTHEAST, INC.
EASTERN REGION MANAGEMENT CORPORATION
FF ACQUISITION, L.L.C.
FOODARAMA LLC
XXXXXXXXX DISTRIBUTION COMPANY, INC.
XXXXXXXXX DISTRIBUTION HOLDINGS, INC.
XXXXXXXXXX’X, INC.
SHOP ‘N SAVE ST. LOUIS, INC.
SHOP ‘N SAVE WAREHOUSE FOODS, INC.
SHOPPERS FOOD WAREHOUSE CORP.
SUPER RITE FOODS, INC.
SUPERVALU HOLDINGS, INC.
SUPERVALU PHARMACIES, INC.
SUPERVALU TRANSPORTATION, INC.
SUPERVALU TTSJ, INC.
SUPERVALU WA, L.L.C.
W. XXXXXX & CO., LLC
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President and Treasurer
XXXXXXXX 2005 L.L.C.
By:	SUPERVALU INC., its sole member
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President and Treasurer

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

SUPERVALU GOLD, LLC
By:	SUPERVALU INC., its sole member
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President and Treasurer
SUPERVALU HOLDINGS - PA LLC
By:	SUPERVALU Holdings, Inc., its sole member
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President and Treasurer
XXXXXXX POINT DISTRIBUTION COMPANY, LLC
By:	SUPERVALU Holdings, Inc., its sole member
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President and Treasurer
XXXXX FOODS, LLC
SAVE-A-LOT TYLER GROUP, LLC
By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxxxxx X. Xxxxxxx
Title:	President

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

GUARANTORS:
XXXXXX’X ENTERPRISES, INC.
XXXXX’X FOOD STORES, INC.
SFW HOLDING CORP.
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President and Treasurer

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, as Collateral Agent, as LC Issuer,
and as a Lender
By:	/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Director

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (formerly known as COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK, NEDERLAND", NEW YORK BRANCH), as LC Issuer and as a Lender
			By:	/s/ Xxxxxxx Xxxxxx
			Name: Xxxxxxx Xxxxxx
			Title: Executive Director
	By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Vice President

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

	U.S. BANK NATIONAL ASSOCIATION, as LC Issuer and as a Lender
			By:	/s/ Xxx Xxxxx
	Name: Xxx Xxxxx
	Title: Senior Vice President

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BMO XXXXXX BANK N.A., as a Lender
By:	/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Managing Director

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

CITIZENS BUSINESS CAPITAL (F/K/A RBS CITIZENS BUSINESS CAPITAL), A DIVISION OF CITIZENS ASSET FINANCE, INC. (F/K/A RBS ASSET FINANCE, INC.), as a Lender
By:	/s/ Xxxxxxx Xxxxxxxxx Xxxxx
Name: Xxxxxxx Xxxxxxxxx Xxxxx
Title: Vice President

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

CITY NATIONAL BANK, A NATIONAL BANKING ASSOCIATION, as a Lender
By:	/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

REGIONS BANK, as a Lender
By:	/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

BARCLAYS BANK PLC, as a Lender
By:	/s/ Xxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxx Xxxxxx
Title: Vice President

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:	/s/ Xxxx X'Xxxx
Name: Xxxx X'Xxxx
Title: Authorized Signatory
By:	/s/ D. Xxxxxx Xxxxxxx
Name: D. Xxxxxx Xxxxxxx
Title: Authorized Signatory

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

XXXXXXX SACHS BANK USA, as a Lender
By:	/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

PNC BANK, NATIONAL ASSOCIATION, as LC Issuer and as a Lender
By:	/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President

[SIGNATURES CONTINUE ON NEXT PAGE]

[Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement]

Annex A

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of March 21, 2013
Among

SUPERVALU INC.,
as the Lead Borrower

The Other Borrowers Named Herein

The Guarantors Named Herein

XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent, Swing Line Lender and LC Issuer

and

The Other Lenders Party Hereto

U.S. BANK NATIONAL ASSOCIATION

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH

as Co-Syndication Agents

BMO XXXXXX BANK, X.X.

XXXXXXX XXXXX BANK USA

CREDIT SUISSE AG

BARCLAYS BANK PLC

BANK OF AMERICA, N.A.

as Co-Documentation Agents

CITIZENS BUSINESS CAPITAL f/k/a RBS CITIZENS BUSINESS CAPITAL, a division of CITIZENS ASSET FINANCE, INC. f/k/a RBS ASSET FINANCE, INC.

REGIONS BANK

as Senior Managing Agents

XXXXX FARGO BANK, NATIONAL ASSOCIATION

U.S. BANK NATIONAL ASSOCIATION

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH

BMO CAPITAL MARKETS

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Section	Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	2
1.01. Defined Terms	2
1.02. Other Interpretive Provisions	84
1.03. Accounting Terms	85
1.04. Rounding	85
1.05. Times of Day	85
1.06. Letter of Credit Amounts	85
1.07. Currency Equivalents Generally	85
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	86
2.01. Committed Loans.	86
2.02. Borrowings, Conversions and Continuations of Committed Loans.	87
2.03. Letters of Credit.	89
2.04. Swing Line Loans.	96
2.05. Prepayments.	99
2.06. Termination or Reduction of Commitments.	100
2.07. Repayment of Loans.	101
2.08. Interest.	101
2.09. Fees.	101
2.10. Computation of Interest and Fees	102
2.11. Evidence of Debt.	102
2.12. Payments Generally; Administrative Agent’s Clawback.	103
2.13. Sharing of Payments by Lenders	104
2.14. Settlement Amongst Lenders	104
2.15. Increase in Commitments.	105
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY; APPOINTMENT OF LEAD BORROWER	107
3.01. Taxes.	107
3.02. Illegality	109
3.03. Inability to Determine Rates	109
3.04. Increased Costs.	109
3.05. Compensation for Losses, Costs or Expenses	110
3.06. Mitigation Obligations; Replacement of Lenders.	111
3.07. Survival	111
3.08. Designation of Lead Borrower as Borrowers’ Agent.	111
3.09. Acknowledgement and Consent to Bail-In of EEA Financial Institutions	112
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	112
4.01. Conditions of Initial Credit Extension	112

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4.02. Conditions to all Credit Extensions	116
ARTICLE V REPRESENTATIONS AND WARRANTIES	117
5.01. Existence, Qualification and Power	117
5.02. Authorization; No Contravention	118
5.03. Governmental Authorization; Other Consents	118
5.04. Binding Effect	118
5.05. Financial Statements; No Material Adverse Effect.	118
5.06. Litigation	119
5.07. No Default	119
5.08. Ownership of Property; Liens.	119
5.09. Environmental Compliance.	120
5.10. Insurance	121
5.11. Taxes	121
5.12. ERISA Compliance.	122
5.13. Subsidiaries; Equity Interests	122
5.14. Margin Regulations; Investment Company Act.	123
5.15. Disclosure	123
5.16. Compliance with Laws	123
5.17. Intellectual Property; Licenses, Etc	124
5.18. Labor Matters	124
5.19. Security Documents.	124
5.20. Solvency.	125
5.21. Deposit Accounts; Credit Card Arrangements.	125
5.22. Brokers	126
5.23. Trade Relations	126
5.24. Material Contracts	126
5.25. Casualty	126
5.26. Payable Practices	126
5.27. Notices from Farm Products Sellers, etc.	126
5.28. HIPAA Compliance.	127
5.29. Compliance with Health Care Laws	127
5.30. OFAC	128
5.31. Patriot Act	128
5.32. Transaction Documents	128
ARTICLE VI AFFIRMATIVE COVENANTS	128
6.01. Financial Statements	128
6.02. Certificates; Other Information.	130
6.03. Notices	132
6.04. Payment of Obligations	134
6.05. Preservation of Existence, Etc	134
6.06. Maintenance of Properties	135
6.07. Maintenance of Insurance.	135
6.08. Compliance with Laws	137
6.09. Books and Records; Accountants.	137
6.10. Inspection Rights; Field Examinations; Appraisals.	138

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6.11. Use of Proceeds	139
6.12. Additional Loan Parties	139
6.13. Cash Management.	139
6.14. Information Regarding the Collateral.	141
6.15. Physical Inventories.	142
6.16. Environmental Laws.	142
6.17. Further Assurances.	142
6.18. Lender Meetings	144
6.19. ERISA.	144
6.20. Agricultural Products.	144
6.21. Post-Closing Matters	145
6.22. Intentionally Omitted.	145
6.23. Preparation of Environmental Reports	145
6.24. Save-A-Lot Liabilities	145
ARTICLE VII NEGATIVE COVENANTS	146
7.01. Liens	146
7.02. Investments	147
7.03. Indebtedness; Disqualified Stock.	147
7.04. Fundamental Changes	147
7.05. Dispositions	147
7.06. Restricted Payments	147
7.07. Prepayments of Indebtedness	149
7.08. Change in Nature of Business	150
7.09. Transactions with Affiliates.	150
7.10. Burdensome Agreements	151
7.11. Use of Proceeds	152
7.12. Amendment of Material Documents	152
7.13. Fiscal Year	153
7.14. Deposit Accounts	153
7.15. Minimum Fixed Charge Coverage Ratio	153
7.16. Save-A-Lot Dispositions	153
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	153
8.01. Events of Default.	153
8.02. Remedies Upon Event of Default	157
8.03. Application of Funds	157
ARTICLE IX ADMINISTRATIVE AGENT	159
9.01. Appointment and Authority.	159
9.02. Rights as a Lender	160
9.03. Exculpatory Provisions	160
9.04. Reliance by Administrative Agent	161
9.05. Delegation of Duties	161
9.06. Resignation of Administrative Agent	161

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9.07. Non-Reliance on Administrative Agent and Other Lenders	162
9.08. No Other Duties, Etc	163
9.09. Administrative Agent May File Proofs of Claim	163
9.10. Collateral and Guaranty Matters.	163
9.11. Notice of Transfer	164
9.12. Reports and Financial Statements	165
9.13. Agency for Perfection	165
9.14. Indemnification	165
9.15. Relation among Lenders	166
9.16. Defaulting Lender.	166
9.17. Secured Bank Product Obligations; Commercial LC Facility Obligations.	168
9.18. Co-Syndication Agents; Co-Documentation Agents, Senior Managing Agents and Joint Lead Arrangers.	169
ARTICLE X MISCELLANEOUS	169
10.01. Amendments, Etc	169
10.02. Notices; Effectiveness; Electronic Communications.	171
10.03. No Waiver; Cumulative Remedies	173
10.04. Expenses; Indemnity; Damage Waiver.	173
10.05. Payments Set Aside	174
10.06. Successors and Assigns.	175
10.07. Treatment of Certain Information; Confidentiality	178
10.08. Right of Setoff	179
10.09. Interest Rate Limitation	180
10.10. Counterparts; Integration; Effectiveness	180
10.11. Survival	180
10.12. Severability	180
10.13. Replacement of Lenders	181
10.14. Governing Law; Jurisdiction; Etc.	181
10.15. Waiver of Jury Trial	182
10.16. No Advisory or Fiduciary Responsibility	183
10.17. USA PATRIOT Act Notice	183
10.18. Foreign Assets Control Regulations	183
10.19. Time of the Essence	184
10.20. Press Releases.	184
10.21. Additional Waivers.	184
10.22. No Strict Construction	186
10.23. Attachments	186
ARTICLE XI ACKNOWLEDGMENT AND RESTATEMENT	186
11.01. Existing Obligations	186
11.02. Acknowledgment of Security Interests	186
11.03. Existing Loan Documents	186
11.04. Restatement	186

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SCHEDULES
1.01(a)		Subsidiary Borrowers
1.01(b)		Existing Letters of Credit
1.01(c)		Transition Agreement Parties
1.01(d)		Unrestricted Subsidiaries
2.01		Commitments and Applicable Percentages
5.01		Loan Parties Organizational Information
5.06		Litigation
5.08(b)		Owned Real Estate
5.08(c)		Leased Real Estate
5.09		Environmental Matters
5.10		Insurance
5.13		Subsidiaries; Other Equity Investments
5.17		Intellectual Property Matters
5.21(a)		Demand Deposit Accounts
5.21(b)		Credit Card Arrangements
6.02		Financial and Collateral Reporting
6.17		Substitution, Release and Addition of Term Loan Priority Collateral
6.21		Post-Closing Matters
7.01		Existing Liens
7.02		Existing Investments
7.03		Existing Indebtedness
7.09		Transactions with Affiliates
10.02		Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS
A		Form of Committed Loan Notice
B		Form of Swing Line Loan Notice
C-1		Form of Note
C-2		Form of Swing Line Note
D		Form of Compliance Certificate
E		Form of Assignment and Assumption
F		Form of Borrowing Base Certificate
G		Form of DDA Notification
H		Form of Credit Card Notification
I		Closing Date Collateral List
J		Form of Mortgage
K		Form of Personal Property Security Agreement
L		Form of Solvency Certificate
M		Credit and Collection Policy

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AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 21, 2013, among SUPERVALU INC., a Delaware corporation (the “Lead Borrower”), the Subsidiaries of the Lead Borrower listed on Schedule 1.01(a) hereto (together with the Lead Borrower and each other Subsidiary of the Lead Borrower that becomes a borrower hereunder from time to time in accordance with the requirements of Section 6.12 hereof, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (as hereinafter defined), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), as Administrative Agent, Swing Line Lender and LC Issuer, U.S. Bank National Association and Coöperatieve Rabobank U.A., New York Branch (formerly known as Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch), as Co-Syndication Agents, BMO Xxxxxx Bank N.A., Xxxxxxx Sachs Bank USA, Credit Suisse AG, Barclays Bank PLC and Bank of America, N.A., as Co-Documentation Agents, Citizens Business Capital (f/k/a RBS Citizens Business Capital), a Division of Citizens Asset Finance, Inc. (f/k/a RBS Asset Finance, Inc.), and Regions Bank, as Senior Managing Agents, and Xxxxx Fargo, U.S. Bank National Association, Coöperatieve Rabobank U.A., New York Branch (formerly known as Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch) and BMO Capital Markets, as Joint Lead Arrangers and Joint Bookrunners.

WHEREAS, Administrative Agent, Lenders and Borrowers entered into financing arrangements pursuant to which Lenders (or Administrative Agent on behalf of Lenders) made loans and advances and provided other financial accommodations to Borrowers, New Xxxxxxxxx’x, Inc., an Ohio corporation (“NAI”) and certain Subsidiaries of NAI that were “Loan Parties” (collectively, with NAI, the “NAI Parties”) as set forth in the Credit Agreement, dated August 30, 2012, by and among Administrative Agent, Lenders, Borrowers and the NAI Parties,

WHEREAS, pursuant to and in accordance with the Acquisition Agreement, AB Acquisition LLC, a Delaware limited liability company (the “Buyer”) purchased all of the issued and outstanding Equity Interests of NAI from Lead Borrower (the “NAI Stock Purchase”),

WHEREAS, contemporaneously with the consummation of the NAI Stock Purchase, the Credit Agreement referred to above was amended and restated as set forth in the Amended and Restated Credit Agreement, dated as of March 21, 2013, by and among Administrative Agent, Lenders, Borrowers and Guarantors (the “Existing Credit Agreement”, and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith, or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated or replaced, collectively, the “Existing Loan Documents”) and the NAI Parties were released as borrowers and guarantors; and

WHEREAS, Administrative Agent and Lenders have agreed to continue to make such loans and advances and provide such other financial accommodations to Borrowers on a pro rata basis according to its Commitment (as defined below) on the terms and conditions set forth herein and Administrative Agent has agreed to continue to act as agent for Lenders on the terms and conditions set forth herein and the other Loan Documents;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“ABL Priority Collateral” has the meaning specified therefor in the Term Loan Intercreditor Agreement.

“Accelerated Borrowing Base Delivery Event” means either (a) the occurrence and continuance of any Event of Default, or (b) Excess Availability shall at any time be less than or equal to the greater of (i) twenty percent (20%) of the Loan Cap and (ii) prior to the completion of the Distribution, $137,500,000, and from and after completion of the Distribution, $112,500,000. For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing (A) in the case of such an event pursuant to clause (a) above, so long as such Event of Default has not been waived or cured, and/or (B) in the case of such an event pursuant to clause (b) above, until Excess Availability has exceeded the greater of (x) twenty percent (20%) of the Loan Cap and (y) prior to the completion of the Distribution, $137,500,000, and from and after completion of the Distribution, $112,500,000 for thirty (30) consecutive days, in which case under clause (A) or (B) hereof, as applicable, an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement.

“ACH” means automated clearing house transfers.

“Accommodation Payment” as defined in Section 10.21(d).

“Account” means “account” as defined in the UCC as in effect on the date hereof.

“Account Debtor” means an “account debtor” as such term is defined in the UCC, including, without limitation, a Credit Card Issuer, a Credit Card Processor, a Fiscal Intermediary or another Third Party Payor.

“Acquisition” means, with respect to any Person (a) an Investment in, or a purchase of a Controlling interest in, the Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, or (d) any acquisition of any distribution centers or Store locations of any Person.

“Acquisition Agreement” means the Stock Purchase Agreement, dated as of January 10, 2013, by and among Buyer, Lead Borrower and NAI.

“Additional Commitment Lender” shall have the meaning provided in Section 2.15.

“Additional Property” shall have the meaning provided in Schedule 6.17.

“Adjusted LIBO Rate” means for any Interest Period with respect to any LIBO Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of one percent) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. The Adjusted LIBO Rate will be adjusted automatically as of the effective date of any change in the Statutory Reserve Rate.

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“Adjustment Date” means the first day of each Fiscal Quarter, commencing February 28, 2016.

“Administrative Agent” means Xxxxx Fargo in its capacity as administrative and collateral agent under any of the Loan Documents, or any successor administrative and collateral agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

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

“Affiliate” means, with respect to any Person, (a) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, (b) any director, officer, managing member, partner, trustee, or beneficiary of that Person, but excluding such Persons as to any Lender (or in the case of a Lender that is an Approved Fund, the entity that administers or manages such Approved Fund), (c) any other Person directly or indirectly holding ten percent (10%) or more of any class of the Equity Interests of that Person, except in the case of a Lender (or in the case of a Lender that is an Approved Fund, the entity that administers or manages such Approved Fund) or, after the Effective Time, in the case of the Lead Borrower in respect of any Person that was a Save-A-Lot Subsidiary prior to the Effective Time, any other Person directly or indirectly holding thirty-five percent (35%) or more of any class of the Equity Interests of such Person, and (d) any other Person ten percent (10%) or more of any class of whose Equity Interests is held directly or indirectly by that Person, except in the case of a Lender (or in the case of a Lender that is an Approved Fund, the entity that administers or manages such Approved Fund) or, after the Effective Time, in the case of the Lead Borrower in respect of any Person that was a Save-A-Lot Subsidiary prior to the Effective Time, any other Person thirty-five percent (35%) or more of any class of whose Equity Interests is held directly or indirectly by such Person. Any reference herein to an “Affiliate” of any Loan Party shall be construed to exclude the Investors, except, where any such Person would otherwise constitute an Affiliate of a Loan Party in accordance with this definition, in Section 7.09.

“Agent Parties” shall have the meaning set forth in Section 10.02(c).

“Agent Payment Account” shall mean account no. xxxxxxxxxxxxx1078 of Administrative Agent at Xxxxx Fargo, or such other account of Administrative Agent as Administrative Agent may from time to time designate to Lead Borrower as the Agent Payment Account for purposes of this Agreement and the other Loan Documents.

“Aggregate Commitments” means the Commitments of all the Lenders. As of the Closing Date, the Aggregate Commitments are $1,000,000,000.

“Agreement” means this Amended and Restated Credit Agreement.

“Allocable Amount” has the meaning set forth in Section 10.21(d).

“Amendment No. 3” means Amendment No. 3 to Credit Agreement, dated as of February 3, 2016, by and among Administrative Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

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“Applicable Collateral List” shall mean the Closing Date Collateral List or, if any Restated Collateral List has been delivered to the Administrative Agent pursuant to Schedule 6.17, the most recent Restated Collateral List so delivered.

“Applicable Commitment Fee Percentage” means one quarter of one percent (0.25%).

“Applicable Lenders” means the Required Lenders, the Supermajority Lenders, all affected Lenders, or all Lenders, as the context may require.

“Applicable LC Fee Rate” means the percentage set forth in Level II of the pricing grid below; provided, that, on and after the first Adjustment Date, and on each Adjustment Date thereafter, the Applicable LC Fee Rate shall be determined from the following pricing grid based upon the Quarterly Average Excess Availability for the most recent Fiscal Quarter ended immediately preceding such Adjustment Date; except that (i) notwithstanding anything to the contrary set forth herein, upon the occurrence of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, immediately increase the Applicable LC Fee Rate to the rate set forth in Level III (even if the Quarterly Average Excess Availability requirements for a different Level have been met) and interest shall accrue at the Default Rate and (ii) if any Borrowing Base Certificate is at any time restated or otherwise revised (including as a result of a field examination) or if the information set forth in any Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable LC Fee Rate would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, Letter of Credit Fees due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand.

Level	Quarterly Average Excess Availability	Letter of Credit Fee
I	Equal to or greater than 66.67% of the Loan Cap	1.25%
II	Greater than or equal to 33.33% of the Loan Cap but less than 66.67% of the Loan Cap	1.50%
III	Less than 33.33% of the Loan Cap	1.75%

“Applicable Margin” means the percentage set forth in Level II of the pricing grid below; provided, that, on and after the first Adjustment Date, and on each Adjustment Date thereafter, the Applicable Margin shall be determined from the following pricing grid based upon the Quarterly Average Excess Availability for the most recent Fiscal Quarter ended immediately preceding such Adjustment Date; except, that, (i) notwithstanding anything to the contrary set forth herein, upon the occurrence of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, immediately increase the Applicable Margin to that set forth in Level III (even if the Quarterly Average Excess Availability requirements for a different Level have been met) and interest shall accrue at the Default Rate and (ii) if any Borrowing Base Certificate is at any time restated or otherwise revised (including as a result of a field examination) or if the information set forth in any Borrowing Base Certificates otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand.

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Level	Quarterly Average Excess Availability	LIBO Rate Margin	Base Rate Margin
I	Equal to or greater than 66.67% of the Loan Cap	1.25%	0.25%
II	Greater than or equal to 33.33% of the Loan Cap but less than 66.67% of the Loan Cap	1.50%	0.50%
III	Less than 33.33% of the Loan Cap	1.75%	0.75%

“Applicable Percentage” means with respect to any Lender (a) at any time during the Availability Period, the fraction, expressed as a percentage (carried out to the ninth decimal place), the numerator of which is such Lender’s Commitment and the denominator of which is the Aggregate Commitments at such time and (b) after the Availability Period, the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 (as amended from time to time) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Store Closing Limit” shall mean, in any Fiscal Year, (a) seven and one-half percent (7.5%) of the number of the Loan Parties’ Stores as of the beginning of such Fiscal Year (except that for the remainder of the Fiscal Year during which the Distribution occurs, the number of the Loan Parties’ Stores for purposes hereof shall be the number of such Stores immediately after giving effect to the Distribution), and (b) at any time after the Net Store Closings have exceeded the number determined in accordance with clause (a), for the balance of such Fiscal Year, seven and one-half percent (7.5%) of the number of the Loan Parties’ Stores as of the date the previous Applicable Store Closing Limit was exceeded.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, (c) an entity or an Affiliate of an entity that administers or manages a Lender that is an Approved Fund or (d) an advisor under common control with such Lender, Affiliate or advisor, as applicable.

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

“ASC Indenture” means the Indenture, dated as of May 1, 1995, between ASC and Xxxxx Fargo Bank, National Association (as successor to The First National Bank of Chicago), as amended, supplemented or otherwise modified as of the Closing Date.

“ASC Notes” means the notes issued by ASC pursuant to the ASC Indenture.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared

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as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease, agreement or instrument were accounted for as a capital lease.

“Audited Financial Statements” means the audited Consolidated balance sheet of the Lead Borrower and its Subsidiaries for the Fiscal Year ended February 28, 2015 and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year of the Lead Borrower and its Subsidiaries, including the notes thereto.

“Auto-Extension Letter of Credit” shall have the meaning set forth in Section 2.03(b)(iii).

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the LC Issuers to make LC Credit Extensions pursuant to Section 8.02.

“Availability Reserves” means, without duplication of any other Reserves or items to the extent such other Reserves or items are otherwise addressed or excluded through eligibility criteria or the definition of “Borrowing Base”), such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to the Administrative Agent’s ability to realize upon the Collateral, (b) to reflect claims and liabilities that the Administrative Agent determines in its Permitted Discretion will need to be satisfied in connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the validity or enforceability of this Agreement or the other Loan Documents or any material remedies of the Credit Parties hereunder or thereunder, or (d) to reflect that a Default or an Event of Default then exists. Without limiting the generality of the foregoing, Availability Reserves may include, in the Administrative Agent’s Permitted Discretion (but are not limited to) reserves based on: (i) any rental payments, service charges or other amounts due or to become due to lessors of real property to the extent Inventory or Records are located in or on such property or such Records are needed to monitor or otherwise deal with the Collateral (other than for locations where Administrative Agent has received a Collateral Access Agreement executed and delivered by the owner and lessor of such real property that Administrative Agent has acknowledged in writing is in form and substance reasonably satisfactory to Administrative Agent); provided, that, the Availability Reserves established pursuant to this clause (i) as to retail store locations that are leased shall not exceed at any time the aggregate of amounts payable for the next one (1) month to the lessors of such retail store locations, and only with respect to retail store locations in those States where any right of the lessor to ABL Priority Collateral may be pari passu or have priority over the Lien of Administrative Agent therein; provided, that, such limitation on the amount of the Availability Reserves pursuant to this clause (i) shall only apply so long as: (A) no Event of Default shall exist, (B) neither any Loan Party nor Administrative Agent shall have received notice of any event of default under the lease with respect to such location and (C) no Borrower has granted to the lessor a Lien upon any assets of such Borrower; (ii) customs duties, and other costs to release Inventory which is being imported into the United States; (iii) outstanding taxes and other governmental charges, including, without limitation, ad valorem, real estate, personal property, sales, excise, stamp, cigarette, claims of the PBGC and other taxes which have or are anticipated to have priority over the interests of the Administrative Agent in the Collateral; (iv) salaries, wages and benefits due to employees of any Borrower that would reasonably be expected to be incurred in connection with a Liquidation, (v) Customer Credit Liabilities, (vi) Customer Deposits, (vii) deposits or other amounts received in trust for the benefit of any Governmental Authority, utilities or other third parties, (viii) warehousemen’s or bailee’s charges and other Permitted Encumbrances which may be pari passu or have priority over the interests of the Administrative Agent in the Collateral (other than for locations where

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Administrative Agent has received a Collateral Access Agreement executed and delivered by such warehouseman or bailee that Administrative Agent has acknowledged in writing is in form and substance reasonably satisfactory to Administrative Agent), (ix) amounts due to vendors on account of consigned goods, (x) payables to vendors entitled to the benefit of the trust under PACA or the PSA, or any similar statute or regulation, including the Food Security Act, (xi) Cash Management Reserves, (xii) Bank Products Reserves, (xiii) royalties payable in respect of licensed merchandise, (xiv) Material Debt Reserve, (xv) reserves in respect of Commercial LC Facility Obligations, and (xvi) dilution with respect to Pharmacy Receivables and Wholesale Trade Receivables (based on the ratio of the aggregate amount of non-cash reductions in Accounts for any period to the aggregate dollar amount of the sales of such Borrower for such period) as calculated by Administrative Agent for any period that is or is reasonably anticipated to be greater than five (5%) percent. To the extent that such Reserve is in respect of amounts that may be payable to third parties the Administrative Agent may, at its option, deduct such Reserve from the amount equal to the Aggregate Commitments, at any time that the Aggregate Commitments are less than the amount of the Borrowing Base. The amount of any Availability Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such reserve as determined by the Administrative Agent in its Permitted Discretion. To the extent that an event, condition or matter is directly addressed pursuant to the calculation of the Net Recovery Percentage as to Inventory or the calculation of the Pharmacy Scripts Availability, the Administrative Agent shall not also establish an Availability Reserve to address the same event, condition or matter.

“Average Daily Stated Amount” means, for any Letter of Credit during any period, an amount equal to (a) the Stated Amount of such Letter of Credit each day during such period, divided by (b) the number of days occurring in such period.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank Product Obligations” means any obligation on account of (a) any Cash Management Services furnished by a Person that is a Lender or an Affiliate of a Lender on the Closing Date or, if such Cash Management Services are established later, on the date such Cash Management Services are established, to any of the Loan Parties or any of their Subsidiaries and/or (b) any transaction with a Person that is a Lender or any of its Affiliates on the Closing Date or, if a Bank Product is established later, on the date the Bank Product is established, which arises out of such Bank Product entered into with any Loan Party and any such Person, as each may be amended from time to time; provided, that, (i) by the later of (A) the Closing Date or (B) on or about the date that such Cash Management Services or Bank Products are established or the party providing them becomes a Lender (or is an Affiliate), but in any event in the case of either clause (A) or clause (B), within ten (10) Business Days thereafter, Administrative Agent shall have received a written notice, in form and substance reasonably satisfactory to Administrative Agent, from the Lead Borrower and the Lender that is providing (or whose Affiliate is providing) such Cash Management Services or Bank Product that such obligations thereunder constitute “Bank Product Obligations” for purposes of this Agreement and the other Loan Documents, and in the case of any Affiliate of a Lender, such Affiliate shall have entered into an agreement to be bound by the provisions of Article IX hereof as though such Affiliate were a party to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) such Lender (or such Affiliate, as the case may be) may at any time thereafter notify Administrative Agent in writing that such obligations have

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ceased to constitute Bank Product Obligations, in which case, such obligations shall no longer be deemed to be “Bank Product Obligations” for purposes of this Agreement and the other Loan Documents, (iii) if at any time a Lender ceases to be a Lender under this Agreement (or an Affiliate of a Lender ceases to be an Affiliate), then, from and after the date on which it ceases to be a Lender hereunder, any Cash Management Services or any Bank Product provided by it or its Affiliates shall continue to give rise to Bank Product Obligations, so long as (A) such Person is, and at all times remains, in compliance with the provisions of Section 9.17(b) and (B) agrees in writing (1) that the Administrative Agent and the other Credit Parties shall have no duty to such Person (other than the payment of any amounts to which such Person may be entitled under Section 8.03) and acknowledges that the Administrative Agent and the other Credit Parties may deal with the Loan Parties and the Collateral as they deem appropriate (including the release of any Loan Party or all or any portion of the Collateral) without notice or consent from such Person, whether or not such action impairs the ability of such Person to be repaid Bank Product Obligations owing to it) and (2) to be bound by Section 9.17(b) and (iv) in no event shall the aggregate amount of all Bank Product Obligations arising under or in connection with all equipment leasing facilities at any time outstanding exceed $50,000,000.

“Bank Products” means any services or facilities provided to any Loan Party by any Person that is a Lender or its Affiliates on the Closing Date or, if such services or facilities are established later, on the date such services or facilities are established (but excluding Cash Management Services and equipment leasing facilities existing on or prior to the Closing Date), in each case approved by Lead Borrower, including, without limitation, on account of (a) Swap Contracts, (b) equipment leasing facilities and (c) supply chain finance services including, without limitation, trade payable services and supplier accounts receivable purchases, but excluding any factoring services.

“Bank Products Reserves” means such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate to reflect the liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding.

“Banner Account” means a deposit account into which all amounts on deposit within the individual store accounts of a particular store brand are remitted.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%), (b) the LIBO Rate (using the three month rate), which rate shall be determined on a daily basis, plus one percent (1.00%), or (c) the rate of interest in effect for such day as publicly announced from time to time by Xxxxx Fargo as its “prime rate.” The “prime rate” is a rate set by Xxxxx Fargo based upon various factors including Xxxxx Fargo’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Xxxxx Fargo shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Blocked Account” means a DDA which is either subject to a Blocked Account Agreement or is identified as a Blocked Account or a Master Concentration Account on Schedule 5.21(a) and is to be subject to a Blocked Account Agreement within the time period provided in Section 6.13(c).

“Blocked Account Agreement” means with respect to a deposit account established by a Loan Party, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, establishing control (as defined in the UCC) of such account by the Administrative Agent and whereby

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the bank maintaining such account agrees to comply with instructions originated by the Administrative Agent without the further consent of any Loan Party.

“Blocked Account Bank” means each bank with whom a Blocked Account or a Master Concentration Account is maintained.

“Book Value” means, with respect to Inventory, book value determined in accordance with GAAP as consistently applied by the Lead Borrower pursuant to its then current practices; provided, that, in any event such book value of the Inventory for purposes of the calculation of the Borrowing Base shall at all times be consistent with the practices used in the most recent field examination and appraisals that have been received by Administrative Agent prior to the date of Amendment No. 3.

“Borrower Materials” has the meaning set forth in Section 6.02.

“Borrowers” has the meaning set forth in the introductory paragraph hereto.

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Base” means, at any time of calculation, an amount equal to:

(a)    ninety percent (90%) multiplied by the net amount of Eligible Credit Card Receivables; plus

(b)    ninety percent (90%) of the net amount of Eligible Pharmacy Receivables; plus

(c)    eighty-five percent (85%) of the net amount of Eligible Trade Receivables; plus

(d)    eighty-five percent (85%) of the Net Recovery Percentage of Eligible Wholesale Inventory (other than Perishable Inventory) multiplied by the Book Value (without giving effect to a LIFO Reserve) of such Eligible Wholesale Inventory, net of applicable Inventory Reserves; plus

(e)    ninety percent (90%) of the Net Recovery Percentage of Eligible Retail Inventory (other than Perishable Inventory) multiplied by the Book Value (without giving effect to a LIFO Reserve) of such Eligible Retail Inventory, net of applicable Inventory Reserves; plus

(f)    the lesser of (i) the sum of (A) eighty-five percent (85%) of the Net Recovery Percentage of Eligible Wholesale Inventory consisting of Perishable Inventory multiplied by the Book Value (without giving effect to a LIFO Reserve) of such Eligible Wholesale Inventory, plus (B) ninety percent (90%) of the Net Recovery Percentage of Eligible Retail Inventory consisting of Perishable Inventory multiplied by the Book Value (without giving effect to a LIFO Reserve) of such Eligible Retail Inventory, or (ii) twenty-five percent (25%) of the Borrowing Base (determined without regard to the limitation in this clause (ii) or the limitation in clause (b) of the definition of “Pharmacy Scripts Availability”), in case of clauses (i) and (ii), net of applicable Inventory Reserves; plus

(g)    the Pharmacy Scripts Availability; minus

(h)    Availability Reserves.

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit F hereto (with such changes therein as may be required by the Administrative Agent in its Permitted Discretion to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to

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time), executed and certified as accurate and complete by a Responsible Officer of the Lead Borrower which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by Administrative Agent.

“Business” means retail food operations through traditional and hard-discount retail food stores, providing wholesale distribution of products to independent retailers, and other businesses reasonably related thereto.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York and, if such day relates to any LIBO Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

“Buyer” has the meaning set forth in the Recitals.

“Capital Expenditures” means, with respect to any Person for any period, (a) all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, and (b) without duplication, Capital Lease Obligations incurred by a Person during such period.

“Capital Lease Obligations” means, with respect to any Person for any period, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided, that, subject to any amendment entered into pursuant to Section 1.03(b), the adoption or issuance of any accounting standards after the Closing Date will not cause any lease that would not have been treated as a Capital Lease prior to such adoption or issuance to be deemed a Capital Lease regardless of whether such lease was entered into before or after such adoption or issuance.

“Capital Leases” shall mean, with respect to any Person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee which in accordance with GAAP, is required to be classified and accounted for as liabilities on the balance sheet of such Person; provided, that, subject to any amendment entered into pursuant to Section 1.03(b), the adoption or issuance of any accounting standards after the Closing Date will not cause any lease that would not have been treated as a Capital Lease prior to such adoption or issuance to be deemed a Capital Lease regardless of whether such lease was entered into before or after such adoption or issuance.

“Cash Collateralize” has the meaning set forth in Section 2.03(g). Derivatives of such term have corresponding meanings.

“Cash Dominion Event” means either (a) the occurrence and continuance of any Event of Default, or (b) Excess Availability shall (i) be less than the greater of fifteen percent (15%) of the Loan Cap and, prior to the completion of the Distribution, $112,500,000, and from and after completion of the Distribution, $90,000,000, for three (3) consecutive days, or (ii) at any time be less than the greater of twelve and one-half percent (12.5%) of the Loan Cap and, prior to the completion of the Distribution, $95,000,000, and from and after completion of the Distribution, $75,000,000. A Cash Dominion Event shall be deemed continuing (A) in the case of a Cash Dominion Event pursuant to clause (a) above, until

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such Event of Default has ceased to exist for thirty (30) consecutive days or has been waived, and (B) in the case of a Cash Dominion Event pursuant to clause (b) above, until Excess Availability equals or exceeds the greater of fifteen percent (15%) of the Loan Cap and prior to the completion of the Distribution, $112,500,000, and from and after completion of the Distribution, $90,000,000 for thirty (30) consecutive days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided, that, in no event may a Cash Dominion Event cease to exist as contemplated in clauses (A) or (B) above more than two (2) times in any twelve (12) month period until both no Event of Default is then continuing and Excess Availability equals or exceeds the greater of fifteen percent (15%) of the Loan Cap and, prior to the completion of the Distribution, $112,500,000, and from and after completion of the Distribution, $90,000,000, for thirty (30) consecutive days. The termination of a Cash Dominion Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Event in the event that the conditions set forth in this definition arise thereafter.

“Cash Equivalents” has the meaning set forth in the definition of the term “Permitted Investments.”

“Cash Management Reserves” means such reserves as the Administrative Agent, from time to time, determines in its Permitted Discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding.

“Cash Management Services” means any one or more of the following types or services or facilities provided to any Loan Party by any Person that is a Lender or its Affiliates on the Closing Date or, if such services or facilities are established later, on the date such services or facilities are established, in each case as selected by Lead Borrower, after notice to Administrative Agent (and with the approval of Administrative Agent in its Permitted Discretion): (a) ACH transactions, (b) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit or debit cards, (e) credit card processing services, and (f) purchase cards.

“Cerberus” means Cerberus Capital Management, L.P.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq.

“CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental Protection Agency.

“Certified Medicaid Provider” means any provider or supplier, including without limitation a pharmacy, that has in effect an agreement with a Governmental Authority of a State to participate in Medicaid.

“Certified Medicare Provider” means a provider or supplier, including without limitation a pharmacy, that has in effect an agreement with the Centers for Medicare and Medicaid Services to participate in Medicare.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the

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force of law) by any Governmental Authority. For purposes of this definition, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives thereunder or in connection therewith and all requests, rules, guidelines or directives concerning capital adequacy known as “Basel III” and promulgated either by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States or foreign regulatory authorities pursuant thereto are deemed to have been adopted and gone into effect after the date of this Agreement.

“Change of Control” means an event or series of events by which:

(a)    in the case of a Person or Persons other than the Investors or any of them, any such Person, or two or more of such Persons acting in concert, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Equity Interests of the Lead Borrower (or other securities convertible into such Equity Interests) representing thirty-five percent (35%) or more of the combined voting power of all Equity Interests of the Lead Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(b)    in the case of the Investors or any of them, any such Person, or two or more of such Persons acting in concert, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Equity Interests of the Lead Borrower (or other securities convertible into such Equity Interests) representing fifty percent (50%) or more of the combined voting power of all Equity Interests of the Lead Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(c)    during any period of up to twenty-four (24) consecutive months, commencing before or after the date of this Agreement, individuals who at the beginning of such twenty-four (24) month period were directors of the Lead Borrower shall cease for any reason (other than due to death or disability) to constitute a majority of the board of directors of the Lead Borrower (except to the extent that individuals who at the beginning of such twenty-four (24) month period were replaced by individuals (i) elected by at least a majority of the remaining members of the board of directors of the Lead Borrower or (ii) nominated or approved for election by a majority of the remaining members of the board of directors of the Lead Borrower and thereafter elected as directors by the shareholders of the Lead Borrower).

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

“Closing Date Collateral List” means the list of Real Estate sites of the Loan Parties attached hereto as Exhibit I.

“Code” means the Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, as amended and in effect.

“Collateral” means any and all “Collateral” as defined in any applicable Security Document and all other property that is or is intended under the terms of the Security Documents to be subject to Liens in favor of the Administrative Agent.

“Collateral Access Agreement” means an agreement reasonably satisfactory in form and substance to the Administrative Agent executed by (a) a bailee or other Person in possession of Collateral,

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and (b) any landlord with respect to a Lease where there is ABL Priority Collateral or other assets that Administrative Agent may require access to, and use of, to realize on ABL Priority Collateral.

“Commercial Letter of Credit” means any letter of credit (as defined in the UCC) issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Loan Party in the ordinary course of business of such Loan Party.

“Commercial Letter of Credit Agreement” means the Commercial Letter of Credit Agreement relating to the issuance of a Commercial Letter of Credit in the form from time to time in use by the applicable LC Issuer.

“Commercial LC Facility” means a letter of credit facility provided to any Loan Party by any Person that is a Lender or its Affiliates on the Closing Date or, if such services or facilities are established later, on the date such services or facilities are established, in each case approved by Lead Borrower and used for the issuance of Commercial Letters of Credit, provided, that, all obligations thereunder shall be unsecured except to the extent of the Lien of Administrative Agent under the Loan Documents as provided for herein. In no event shall any letter of credit issued under or pursuant to such letter of credit facility be deemed to be a Letter of Credit or give rise to any obligations of any Lender or other Credit Party to make any payment to the Lender (or its Affiliate) that is providing such facility.

“Commercial LC Facility Obligations” means any obligation on account of any Commercial LC Facility owing by any of the Loan Parties; provided, that, (i) by the later of (A) the Closing Date or (B) on or about the date that such Commercial LC Facility is established or the party providing such Commercial LC Facility becomes a Lender (or is an Affiliate of a Lender), but in any event in the case of either clause (A) or clause (B), within ten (10) Business Days thereafter, Administrative Agent shall have received (x) a written notice, in form and substance reasonably satisfactory to Administrative Agent, from the Lead Borrower and the Lender that is providing (or whose Affiliate is providing) such Commercial LC Facility that such obligations thereunder constitute “Commercial LC Facility Obligations” for purposes of this Agreement and the other Loan Documents, and in the case of any Affiliate of a Lender, such Affiliate shall have entered into an agreement to be bound by the provisions of Article IX hereof as though such Affiliate were a party to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (y) Administrative Agent shall have entered into an agreement, in form and substance reasonably satisfactory to Administrative Agent, with the Lender (or its Affiliate) that is providing such Commercial LC Facility, as acknowledged and agreed to by the Loan Parties, providing for the delivery to Administrative Agent by such Lender (or Affiliate) of information with respect to the amount of such obligations and providing for the other rights of the Administrative Agent and such Lender (or Affiliate) in connection with such arrangements, (ii) such Lender (or such Affiliate, as the case may be) may at any time thereafter notify Administrative Agent in writing that such obligations have ceased to constitute Commercial LC Facility Obligations, in which case, such obligations shall no longer be deemed to be “Commercial LC Facility Obligations” for purposes of this Agreement and the other Loan Documents, (iii) if at any time a Lender ceases to be a Lender under this Agreement (or an Affiliate of a Lender ceases to be an Affiliate), then, from and after the date on which it ceases to be a Lender hereunder, any Commercial LC Facility provided by it or its Affiliates shall continue to give rise to Commercial LC Facility Obligations, so long as (A) such Person is, and at all times remains, in compliance with the provisions of Section 9.17(b) and (B) agrees in writing (1) that the Administrative Agent and the other Credit Parties shall have no duty to such Person (other than the payment of any amounts to which such Person may be entitled under Section 8.03) and acknowledges that the Administrative Agent and the other Credit Parties may deal with the Loan Parties and the Collateral as they deem appropriate (including the release of any Loan Party or all or any portion of the Collateral) without notice or consent from such Person, whether or not such action impairs the ability of such Person to be repaid Commercial LC Facility Obligations owing to it) and (2) to be bound by Section 9.17(b), and

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(iv) in no event shall the aggregate amount of all Commercial LC Facility Obligations arising under or in connection with all Commercial LC Facilities at any time outstanding exceed $15,000,000.

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in LC Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 (as amended from time to time) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Committed Loan” has the meaning set forth in Section 2.01.

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of LIBO Rate Loans, pursuant to 2.01(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Company Material Adverse Effect” means an event or effect that is materially adverse to the business, financial condition or results of operations of the Lead Borrower and its Subsidiaries, taken as a whole, but shall not include events or effects relating to or resulting from (a) changes in general economic or political conditions or the securities, credit or financial markets in general, except to the extent such change has a disproportionate effect on the Lead Borrower and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Lead Borrower and its Subsidiaries operate, (b) any decline in the market price or trading volume of the Lead Borrower’s securities (it being understood that the underlying cause of such decline may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent it is not excluded by another clause of this definition), (c) general changes or developments in the industries or markets in which the Lead Borrower and its Subsidiaries operate, including general changes in law or regulation across such industries and markets, except to the extent such change has a disproportionate effect on the Lead Borrower and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Lead Borrower and its Subsidiaries operate, (d) the execution and delivery of agreements with respect to or the public announcement or pendency of the Transactions and tender offer pursuant to the Tender Offer Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Lead Borrower or any of its Subsidiaries with employees, customers, suppliers or partners, (e) the identity of the Investors or any of their Affiliates as the parties involved in the tender offer pursuant to the Tender Offer Agreement, (f) compliance with the terms of, or the taking of any action required by, the Tender Offer Agreement, (g) any acts of terrorism or war, except to the extent such act has a disproportionate effect on the Lead Borrower and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Lead Borrower and its Subsidiaries operate, (h) any hurricane, tornado, flood, earthquake, natural disasters, acts of God or other comparable events, except to the extent such event has a disproportionate effect on the Lead Borrower and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Lead Borrower and its Subsidiaries operate, (i) changes in applicable law, regulation or generally accepted accounting principles or the interpretation thereof after January 10, 2013, (j) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (it being understood that the underlying cause of such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent it is not excluded by another clause of this definition); or (k) any matter disclosed

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in Section 3.15 of the disclosure letter delivered by the Lead Borrower to Xxxxx Fargo immediately prior to the execution of the Tender Offer Agreement, a correct and complete copy of which has been provided to Lead Arrangers on or prior to January 10, 2013.

“Competitor” means a Person, other than a Loan Party, who directly provides products or services that are the same or substantially similar to the products or services provided by, and that constitute a material part of the business of, the Loan Parties taken as a whole and who has been identified as a competitor by Lead Borrower to the Administrative Agent in writing from time to time.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated” means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP of the financial condition or operating results of such Person and its Subsidiaries.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus without duplication and, other than with respect to clause (x) below, to the extent deducted in determining such Consolidated Net Income, the sum of (i) all amounts attributable to depreciation and amortization for such period, (ii) the amount of non-cash charges, including imputed interest, deferred compensation and non-cash costs associated with the closing of retail store locations or other facilities, in each case for such period, (iii) Consolidated Interest Expense for such period, (iv) the Provision for Taxes for such period, (v) the amount of LIFO Adjustments, (vi) any extraordinary, non-recurring or unusual charges for such period (including such charges reflected in the financial statements provided to the Lenders prior to the Closing Date and the Pre-Spin Transaction Expenses), (vii) the amount of non-cash charges related to goodwill impairment and impairment of non-cash intangibles, (viii) the amount of non-cash charges, losses or expenses (and minus the amount of such cash gains) resulting from the application of Statement of Financial Accounting Standards No. 123(R), (ix) Transaction Expenses incurred within one year after the Closing Date (and with respect to Transaction Expenses described in clauses (i) and (j) of the definition of Transactions (and transactions reasonably related to the foregoing), incurred within one year after the date of Amendment No. 3), (x) the amount of any cost savings and other operating improvements and synergies projected by the Lead Borrower in good faith to be realized as a result of specified actions either taken or initiated prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized or expected to be realized prior to or during such period from such actions; provided that (A) such cost savings, operating improvements or synergies are reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions, in each case, by the Lead Borrower, (B) such actions have been taken or initiated and the benefits resulting therefrom are anticipated by the Lead Borrower to be realized within eighteen (18) months of the date the applicable action is taken or initiated and (C) the aggregate amount added back pursuant to this clause (x) for any period shall not exceed ten percent (10%) of Consolidated EBITDA for such period (determined prior to giving effect to any such adjustments), minus (b) without duplication (i) to the extent included in determining such Consolidated Net Income, any non-cash extraordinary, non-recurring or unusual gains for such period, all determined on a Consolidated basis in accordance with GAAP, and (ii) all cash payments made during such period on account of non-cash charges added to Consolidated Net Income pursuant to clause (a)(viii) above in the current period or a previous period; provided that for purposes of calculating the Total Leverage Ratio, the Total Secured Leverage Ratio (as such term is defined in the Term Loan Agreement as in effect on the date of Amendment No. 3 or as subsequently amended with the approval of the Administrative Agent) and the Consolidated Fixed Charge Coverage Ratio for any period, (A) the Consolidated EBITDA of any Acquired Entity (as such term is defined in the Term Loan Agreement as in effect on the date of Amendment No. 3 or as subsequently amended with the approval of

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the Administrative Agent) acquired or investment made by the Lead Borrower or any Restricted Subsidiary pursuant to a Permitted Acquisition during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period) and (B) the Consolidated EBITDA of any Person or line of business sold or otherwise disposed of by the Lead Borrower or any Restricted Subsidiary during such period shall be excluded for such period (assuming the consummation of such sale or other disposition and the repayment of any Indebtedness in connection therewith occurred as of the first day of such period). “LIFO Adjustments” means, for any period, the net adjustment to costs of goods sold for such period required by the LIFO inventory method used by Lead Borrower determined in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, for any period of determination, the ratio of:

(a)    Consolidated EBITDA for such period, minus Unfinanced Capital Expenditures made during such period, minus the aggregate amount of the Provision for Taxes paid in cash during such period, and if the amount by which the Cash Pension Contribution for such period exceeds the Pension Expense for such period, then minus such excess amount, or if the Pension Expense for such period exceeds the Cash Pension Contribution for such period, then plus such excess amount, to

(b)    the Consolidated Fixed Charges of Lead Borrower and its Restricted Subsidiaries for such period.

The “Cash Pension Contribution” means the actual cash pension funding payments made by Lead Borrower and its Restricted Subsidiaries with respect to pension funding obligations for the applicable period. The “Pension Expense” means the actual pension expense for the applicable period of the Lead Borrower and its Restricted Subsidiaries pursuant to the profit and loss statement charge (or benefit) with respect to such pension funding obligations for such period.

“Consolidated Fixed Charges” means, as to any Person, with respect to any period, the sum of, without duplication,

(a)    all Consolidated Interest Expense paid in cash during such period, plus

(b)    (i) all principal payments in respect of Indebtedness for borrowed money that are required to be paid during such period (and including any principal payments required to be made under the Term Loan Agreement based on excess cash flow), (ii) any scheduled payments in respect of Capital Leases Obligations and (iii) in the case of Loan Parties, any payments made by a Loan Party after the Closing Date in respect of the NAI Workers’ Compensation Liabilities), but excluding (A) any portion of payments in respect of Capital Leases included in item (a) of this definition, (B) payments in respect of Loans which do not result in a reduction of the Aggregate Commitments during such period, (C) payments in respect of Indebtedness for borrowed money during such period to the extent paid with the proceeds of Refinancing Indebtedness, (D) payments in respect of Indebtedness made on or before the Closing Date, and (E) payments in respect of NAI Workers’ Compensation Liabilities not made by a Loan Party, plus

(c)    Restricted Payments pursuant to Sections 7.06(a) (other than Restricted Payments from a Loan Party to another Loan Party and other than Restricted Payments that satisfy the requirements of Section 7.06(a)(i)), 7.06(b), 7.06(e) and 7.06(f) paid in cash during such period; plus

(d)    any mandatory reduction of any Permitted Securitization Facility during such period;

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provided, that, (i) payments in respect of NAI Workers’ Compensation Liabilities made by a Loan Party shall not be included as Consolidated Fixed Charges

(A)    so long as no Cash Dominion Event exists, for the period from the date such payment is made until the date ninety (90) days after the date such payment is made, provided, that, in the event that a Cash Dominion Event occurs at any time during such ninety (90) day period, such payments shall not be included as Consolidated Fixed Charges for the period ending on the earlier of (1) the date ninety (90) days after the date such payment is made or (2) thirty (30) days after the date of the Cash Dominion Event, or

(B)    at any time a Cash Dominion Event exists (except as otherwise provided in clause (A)), for the period ending thirty (30) days after the date such payment is made, or

(C)    to the extent such Loan Party is reimbursed for such payment in cash by a Person that is not a Loan Party or a Subsidiary of a Loan Party, and

(ii) to the extent that such Loan Party is not so reimbursed within the applicable period provided for in clauses (i)(A) and (i)(B) above, the payments in respect of NAI Workers’ Compensation Liabilities, shall be deemed to be Consolidated Fixed Charges made as of the last day of the Fiscal Period most recently ended for which Administrative Agent has received financial statements, but in the event that a Loan Party is thereafter reimbursed in cash, such payments by a Loan Party in respect of NAI Workers’ Compensation Liabilities, shall no longer be deemed to be Consolidated Fixed Charges (provided, that, the foregoing shall not be construed to have such payments cease to be Consolidated Fixed Charges for any prior period for which the Loan Parties were not in compliance with Section 7.15 (to the extent a Covenant Compliance Event then existed))

“Consolidated Interest Expense” means, for any Measurement Period (a) interest expense (including imputed interest expense in respect of Capital Lease Obligations and Synthetic Lease Obligations and any amounts comparable to or in the nature of interest under any Permitted Securitization Facility) minus (b) the interest income, in each case, of Lead Borrower and its Restricted Subsidiaries for such Measurement Period, determined on a Consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income of the Lead Borrower and its Restricted Subsidiaries for such period, all as determined on a Consolidated basis in accordance with GAAP, provided, that, there shall be excluded the income (or loss) of such Person during such period and accrued prior to the date it becomes a Subsidiary of the Lead Borrower or any of the Lead Borrower’s Subsidiaries or is merged into or consolidated with the Lead Borrower or any of the Lead Borrower’s Subsidiaries or such Person’s assets are acquired by the Lead Borrower or any of the Lead Borrower’s Subsidiaries.

“Consolidated Total Debt” means, as of any date of determination, without duplication, the Indebtedness of the Lead Borrower and the Restricted Subsidiaries outstanding on such date (excluding Indebtedness of the type described in clauses (b), (c) and (g) of the definition of such term, except, in the case of such clause (b), to the extent of any unreimbursed drawings thereunder, and also excluding (i) Guarantees that are Customer Support Transactions permitted under this Agreement, (ii) other Guarantees of Indebtedness of unrelated Persons incurred in the ordinary course of business in an amount not to exceed $25,000,000, to the extent no demand has been made for payments, and (iii) all Synthetic Lease Obligations).

“Contractual Obligation” means, as to any Person, any provision of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covenant Compliance Event” shall mean, at any time, Excess Availability is less than the greater of (a) ten percent (10%) of the Loan Cap and (b) prior to completion of the Distribution, $75,000,000, and from and after completion of the Distribution, $60,000,000.

“Credit and Collection Policy” shall mean, with respect to any Borrower, such Borrower’s credit, collection, enforcement and other policies and practices relating to Pharmacy Receivables and Wholesale Trade Receivables existing on the date of Amendment No. 3 and as set forth on Exhibit M hereto, together with any other normal and customary credit practices, procedures and policies employed by such Person.

“Credit Card Agreements” shall mean all agreements now or hereafter entered into by any Borrower or for the benefit of any Borrower, in each case with any Credit Card Issuer or any Credit Card Processor with respect to sales transactions involving credit card or debit card purchases, including, but not limited to, the agreements set forth on Schedule 5.21(b) hereto.

“Credit Card Issuer” shall mean any person (other than a Loan Party) who issues or whose members issue credit cards, including, without limitation, MasterCard or VISA bank credit or debit cards or other bank credit or debit cards issued through World Financial Network National Bank, MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners Club, Xxxxx Xxxxxxx and other non-bank credit or debit cards, including, without limitation, credit or debit cards issued by or through American Express Travel Related Services Company, Inc., Novus Services, Inc., PayPal and other issuers approved by the Administrative Agent.

“Credit Card Notifications” has the meaning set forth in Section 6.13(a).

“Credit Card Processor” shall mean any servicing or processing agent or any factor or financial intermediary who facilitates, services, processes or manages the credit authorization, billing transfer and/or payment procedures with respect to any Borrower’s sales transactions involving credit card or debit card purchases by customers using credit cards or debit cards issued by any Credit Card Issuer.

“Credit Card Receivables” means amounts, together with all income, payments and proceeds thereof, owed by a Credit Card Issuer or Credit Card Processor to a Loan Party resulting from charges by a customer of a Loan Party on credit or debit cards issued by such Credit Card Issuer or processed by such Credit Card Processor (including, without limitation, electronic benefits transfers) in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business.

“Credit Extensions” mean each of the following: (a) a Borrowing (and including a Permitted Overadvance) and (b) an LC Credit Extension.

“Credit Party” or “Credit Parties” means (a) individually, (i) each Lender and its Affiliates, (ii) Administrative Agent, (iii) each LC Issuer, (iv) the Lead Arrangers, (v) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (vi) any other Person to whom Obligations under this Agreement and other Loan Documents are owing, and (vii) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing.

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“Credit Party Expenses” means, without limitation, (a) all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates, in connection with this Agreement and the other Loan Documents, including, without limitation, (i) the reasonable fees, charges and disbursements (A) of counsel for the Administrative Agent, (B) of outside consultants for the Administrative Agent, (C) of appraisers (subject to the limitations provided for in Section 6.10), (D) incurred during any field examinations (subject to the limitations provided for in Section 6.10), (E) filing and search charges and recording taxes, and (F) all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Obligations, (ii) in connection with (A) the syndication of the credit facilities provided for herein, (B) the preparation, negotiation, administration, management, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (C) the enforcement or protection of their rights in connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect, or enforce the Collateral, or (D) any workout, restructuring or negotiations in respect of any Obligations, (b) with respect to the LC Issuers, all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; and (c) all reasonable out-of-pocket expenses incurred by the Credit Parties who are not the Administrative Agent, the LC Issuers or any Affiliate of any of them, after the occurrence and during the continuance of an Event of Default, provided, that, such legal fees and expenses shall be limited to the reasonable and documented fees and disbursements of one external counsel for the Credit Parties, and in addition, one local or special counsel in each applicable jurisdiction, and in the case of an actual or perceived conflict of interest as determined by the affected Person, one counsel for such affected Person).

“Customer Credit Liabilities” means at any time, the aggregate remaining value at such time of (a) outstanding gift certificates and gift cards of any Borrower entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory, (b) outstanding merchandise credits of any Borrower, and (c) liabilities in connection with frequent shopping programs of any Borrower.

“Customer Deposits” means deposits made by customers with respect to the purchase or lease of goods or the performance of services.

“Customer Support Transaction” shall mean any one of the following transactions in the ordinary course of the business of the Loan Parties consistent with the current practices as of the date hereof: (a) any sublease by a Loan Party to a customer of any Loan Party of leased real property or leased equipment of such Loan Party that constitutes a Capital Lease, (b) any lease by a Loan Party to a customer of any Loan Party of owned real property or equipment of such Loan Party that constitutes a Capital Lease, (c) any assignment of a lease of real property or equipment by a Loan Party that constitutes a Capital Lease to a customer of any Loan Party in connection with which the assigning Loan Party is not released from liability under such lease, (d) any Guarantee by a Loan Party for the benefit of a third party of Indebtedness or operating lease obligations of a customer of any Loan Party, (e) any loan of money or property (other than ABL Priority Collateral) by a Loan Party to a customer and (f) any other transfer of equipment or Real Estate not otherwise permitted pursuant to this Agreement by a Loan Party to a customer; provided, that, the foregoing shall not be construed to apply to the sale of inventory on credit by a Loan Party to a customer in the ordinary course of business.

“DDA” means each checking, savings or other demand deposit account maintained by any of the Loan Parties. All funds in each DDA (other than the Excluded DDAs) shall be presumed to be Collateral and proceeds of Collateral and the Administrative Agent and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA.

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“DDA Notification” has the meaning set forth in Section 6.17(d).

“Deal-based Breakout Financial Information” has the meaning set forth in Section 4.01(f).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans, plus (iii) two percent (2%) per annum; provided, that, with respect to a LIBO Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable LC Fee Rate for Letters of Credit, plus two percent (2%) per annum.

“Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Lead Borrower in writing that such failure is the result of such Lender’s reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any LC Issuer, any Swing Line Lender, any other Lender or the Borrowers, any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Lead Borrower, the Administrative Agent or any LC Issuer or Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Lead Borrower, to confirm in writing to the Administrative Agent and the Lead Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Lead Borrower), or (d) has, or has a direct or indirect parent company that has after the Closing Date, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) has become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding

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absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Lead Borrower, each LC Issuer, each Swing Line Lender and each Lender.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction), whether in one transaction or in a series of transactions, of any property (including, without limitation, the issuance and/or sale of any Equity Interests) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the date on which the Loans mature; provided, that, (i) only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock, (ii) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Lead Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Lead Borrower or one of its Subsidiaries in order to satisfy obligations or as a result of such employee’s termination, resignation, death or disability, (iii) if any class of Equity Interest of such Person by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock and (iv) any Equity Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Lead Borrower and its Subsidiaries may become obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends.

“Distribution” shall mean the distribution by the Lead Borrower, on a pro rata basis, of at least a majority of the outstanding shares of common stock of Save-A-Lot Parent owned by the Lead Borrower to the holders of common shares of the Lead Borrower on the Record Date.

“Dollars” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any direct or indirect Subsidiary of a Loan Party other than a Foreign Subsidiary.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

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“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Time” shall mean 11:59 p.m., New York City time, on the date of the Distribution.

“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 Organization for Economic Cooperation and Development (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 company engaged in the business of making commercial loans on a revolving basis (including a commercial finance company), in each case organized under the laws of the United States, or any State thereof, which Person, together with its Affiliates, has total assets in excess of $1,000,000,000, (f) any Approved Fund, (g) any Lender, (h) any Affiliate of any Lender and (i) any other Person (other than a natural person) approved by (A) the Administrative Agent, each LC Issuer and the Swing Line Lender (in each case such approval not to be unreasonably withheld or delayed), and (B) unless an Event of Default has occurred and is continuing, the Lead Borrower (such approval not to be unreasonably withheld or delayed); provided, that, notwithstanding the foregoing, “Eligible Assignee” shall not include (A) a Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries, (B) the Investors or any of the Investors’ Affiliates or Subsidiaries, (C) any Person organized under the laws of a jurisdiction outside the United States if at the time of an assignment pursuant to Section 10.06(b), such Person would be subject to United States interest withholding tax at a rate greater than zero, except if such Person agrees not to seek additional payments from Borrowers as a result of its obligations for such withholding tax, (D) so long as no Specified Event of Default exists or has occurred and is continuing, any Competitor, or (E) any Defaulting Lender.

“Eligible Credit Card Receivables” means at the time of any determination thereof, each Credit Card Receivable that at all times satisfies the criteria set forth below and which has been earned by performance and represents the bona fide amounts due to a Borrower from a Credit Card Processor and/or Credit Card Issuer, and in each case originated in the ordinary course of business of such Borrower. Without limiting the foregoing, in order to be an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual fees, discounts, claims or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer, a Credit Card Processor, or Credit Card Issuer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable. Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Credit Card Receivables shall not include any Credit Card Receivable:

(a)    which is unpaid more than five (5) Business Days after the date of determination of eligibility thereof;

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(b)    where such Credit Card Receivable or the underlying contract contravenes any laws, rules or regulations applicable thereto, including, rules and regulations relating to truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy or any party to the underlying contract is in violation of any such laws, rules or regulations;

(c)    which is not a valid, legally enforceable obligation of the applicable Credit Card Issuer or Credit Card Processor with respect thereto;

(d)    which is disputed, is with recourse due to the creditworthiness of the cardholder, or with respect to which a claim, chargeback, offset, deduction or counterclaim, dispute or other defense has been asserted (to the extent of such claim, chargeback, offset, deduction or counterclaim, dispute or other defense);

(e)    that is not subject to a perfected, first priority security interest in favor of the Administrative Agent senior in right of security to all other security interests thereon, or with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien, other than Liens granted to the Administrative Agent pursuant to the Security Documents and Liens permitted under clauses (a), (e) (o) or (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, between the holder of such Lien and the Administrative Agent;

(f)    which does not conform to all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables;

(g)    which does not constitute an “Account” or “Payment Intangible” (as each such term is defined in the UCC);

(h)    as to which the Credit Card Issuer or Credit Card Processor has asserted the right to require a Loan Party to repurchase such Credit Card Receivable from such Credit Card Issuer or Credit Card Processor;

(i)    due from a Credit Card Issuer or Credit Card Processor which is the subject of proceedings under a Debtor Relief Law;

(j)    which is evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent;

(k)    which are Pharmacy Receivables or Wholesale Trade Receivables;

(l)    which arise from the “Purchase Advantage” private label credit card of Borrowers or any other proprietary credit card of a Borrower where such Borrower has liability for the failure of the card holder to make payment thereunder as a result of the financial condition of such card holder;

(m)    which is payable in any currency other than Dollars; or

(n)    which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection.

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The criteria for Eligible Credit Card Receivables set forth above may be changed and any new criteria for Eligible Credit Card Receivables may be established by the Administrative Agent in the exercise of its Permitted Discretion solely based on either: (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a Borrower to the field examiners of the Administrative Agent prior to the Closing Date (except to the extent that it may have been identified but the Administrative Agent has elected not to establish eligibility criteria with respect thereto as of the Closing Date), in either case under clause (i) or (ii) which adversely affects or would reasonably be expected to adversely affect the Credit Card Receivables or the Administrative Agent’s ability to realize upon the Credit Card Receivables in any material respect, as determined by the Administrative Agent in its Permitted Discretion. Any Credit Card Receivables that are not Eligible Credit Card Receivables shall nevertheless be part of the Collateral.

“Eligible Inventory” means, as of the date of determination thereof, items of Inventory of a Borrower that are finished goods, merchantable and readily saleable to the public in the ordinary course of a Borrower’s business. Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Inventory shall not include any Inventory:

(a)    that is not solely owned by a Borrower or a Borrower does not have good and valid title thereto;

(b)    that is leased by or is on consignment to a Borrower or which is consigned by a Borrower to a Person which is not a Loan Party;

(c)     that is not located in the United States (excluding territories or possessions of the United States) at a location that is owned or leased by a Borrower, except Inventory in transit between locations owned or leased by a Borrower in the United States;

(d)    that is located in a distribution center leased by a Loan Party unless (i) the applicable lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Reserve based on rent with respect to such location has been established by the Administrative Agent in its Permitted Discretion subject to the terms in the definition of Availability Reserves;

(e)    that is comprised of goods which (i) are damaged, defective, “seconds,” or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are obsolete or slow moving, or custom items, work in process, raw materials, or that constitute spare parts, promotional, marketing, packaging and shipping materials or supplies used or consumed in a Borrower’s business, (iv) are seasonal in nature and which have been packed away for sale in the subsequent season, (v) are not in material compliance with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale, (vi) are xxxx and hold goods or (vii) are coffee shop inventory or fuel inventory;

(f)    which does not conform to all representations, warranties or other provisions in the Loan Documents relating to Inventory;

(g)    that is not subject to a perfected, first priority security interest in favor of the Administrative Agent senior in right of security to all other security interests thereon or that is subject to any other Lien, other than Liens granted to the Administrative Agent pursuant to the Security Documents and Liens permitted under clauses (a), (b), (e), (p) or (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement in form and substance reasonably satisfactory to Administrative Agent between the holder of such Lien and Administrative Agent;

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(h)    that consists of samples, labels, bags, packaging, and other similar non-merchandise categories;

(i)    that is not insured in compliance with the provisions of Section 5.10 hereof;

(j)    that has been sold but not yet delivered or as to which a Borrower has accepted a deposit;

(k)    that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from which any Borrower or any of its Subsidiaries has received notice of a material dispute in respect of any such agreement; or

(l)    acquired in a Permitted Acquisition or which is not of the type usually sold in the ordinary course of a Borrower’s business, unless and until the Administrative Agent has completed or received (A) an appraisal of such Inventory from appraisers reasonably satisfactory to the Administrative Agent and establishes an Inventory advance rate and Inventory Reserves (if applicable) therefor, and otherwise agrees that such Inventory shall be deemed Eligible Inventory, and (B) such other due diligence as the Administrative Agent may reasonably require (including a field examination with respect thereto, which will not be considered for purposes of any of the limitations in Section 6.10), all of the results of the foregoing to be reasonably satisfactory to the Administrative Agent.

The criteria for Eligible Inventory set forth above may be changed and any new criteria for Eligible Inventory may be established by the Administrative Agent in the exercise of its Permitted Discretion and solely based on either: (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a Borrower to the field examiners of the Administrative Agent prior to the Closing Date (except to the extent that it may have been identified but the Administrative Agent has elected not to establish eligibility criteria with respect thereto as of the Closing Date), in either case under clause (i) or (ii) which adversely affects or would reasonably be expected to adversely affect the Inventory or the Administrative Agent’s ability to realize upon the Inventory in any material respect, in each case, as determined by Administrative Agent in its Permitted Discretion. Any Inventory that is not Eligible Inventory shall nevertheless be part of the Collateral.

“Eligible Pharmacy Receivables” means, at the time of any determination thereof, each Pharmacy Receivable that at all times satisfies the criteria set forth below and which has been earned by performance, and in each case originated in the ordinary course of business of such Borrower. In determining the amount to be so included, the face amount of a Pharmacy Receivable shall be reduced by, without duplication, to the extent not reflected in such face amount, (1) any and all returns, accrued rebates, discounts (which may, at the Administrative Agent’s option, be calculated on shortest terms), credits, allowances or sales or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Pharmacy Receivables at such time, and (2) the aggregate amount of all customer deposits, unapplied cash and bonding subrogation rights to the extent not cash collateralized. Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Pharmacy Receivables shall not include any Pharmacy Receivable:

(a)    which is unpaid within the earlier of thirty (30) days following its original due date or sixty (60) days following its original invoice date;

(b)    that is the obligation of an Account Debtor (or its Affiliates) if fifty percent (50%) or more of the dollar amount of all Pharmacy Receivables owing by that Account Debtor (or its Affiliates) are ineligible under the other criteria listed in clause (a) above;

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(c)    where such Pharmacy Receivable or the underlying contract contravenes any laws, rules or regulations applicable thereto, including, rules and regulations relating to truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy or any party to the underlying contract is in violation of any such laws, rules or regulations;

(d)    which is not a valid, legally enforceable obligation of the applicable Account Debtor with respect thereto;

(e)    which is disputed, or with respect to which a claim, chargeback, offset, deduction or counterclaim, dispute or other defense has been asserted (to the extent of such claim, chargeback, offset, deduction or counterclaim, dispute or other defense);

(f)    that is not subject to a perfected, first priority security interest in favor of the Administrative Agent senior in right of security to all other security interests thereon, or with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien, other than Liens granted to the Administrative Agent pursuant to the Security Documents and Liens permitted under clauses (a), (e), (o) or (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, between the holder of such Lien and the Administrative Agent;

(g)    which does not conform to all representations, warranties or other provisions in the Loan Documents relating to Pharmacy Receivables;

(h)    which does not constitute an “Account” or “Payment Intangible” (as each such term is defined in the UCC);

(i)    is due from an Account Debtor which is the subject of proceedings under a Debtor Relief Law;

(j)    where the Account Debtor obligated upon such Pharmacy Receivable suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due;

(k)    which is evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent;

(l)    which are Credit Card Receivables or Wholesale Trade Receivables;

(m)    which do not direct payment thereof to be sent to a Blocked Account;

(n)    which is payable in any currency other than Dollars;

(o)    for which the Account Debtor is (i) any Governmental Authority (including, without limitation, Medicare, Medicaid and food assistance programs), or (ii) a Credit Card Issuer or Credit Card Processor;

(p)    for which the Account Debtor is not a (i) retail customer or (ii) Third Party Payor;

(q)    that do not arise from the sale of medication, medical equipment or other medical items by such Borrower in the ordinary course of its business;

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(r)    with respect to an Account Debtor, other than an Investment Grade Account Debtor, whose total obligations owing to Borrowers exceed fifteen percent (15%) (such percentage, as applied to a particular Account Debtor, being subject to reduction by Administrative Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates or otherwise, in any event, as applied to a particular Account Debtor being subject to increase as to such Account Debtor by Administrative Agent in its Permitted Discretion) of all Eligible Pharmacy Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, in each case, the amount of Eligible Pharmacy Accounts that are excluded because they exceed the foregoing percentage shall be determined by Administrative Agent based on all of the otherwise Eligible Pharmacy Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit;

(s)    (i) upon which such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever, or (ii) as to which Pharmacy Receivable the Account Debtor is located in a state requiring the filing of a Notice of Business Activities Report or similar report in order to permit such Borrower to use the courts of such state or to otherwise seek judicial enforcement of payment of such Pharmacy Receivable, in each case unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report (or equivalent report, as applicable) for the most recent year for which such qualification or report is required (in each case to the extent that the Administrative Agent has determined to render such Pharmacy Receivable ineligible), or (iii) if the Pharmacy Receivable represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(t)    to the extent any Borrower or any Subsidiary thereof is (i) liable for goods sold or services rendered by the applicable Account Debtor to any Borrower or any Subsidiary thereof, or (ii) liable for accrued and actual discounts, claims, unpaid fees, credit or credits pending, promotional program allowances, price adjustment, finance charges or other allowances (including any amount that any Borrower or any Subsidiary thereof, as applicable, may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (whether written or oral)), but in each case only to the extent of the potential offset resulting therefrom;

(u)    that is the obligation of an Account Debtor located in a foreign country unless payment thereof is supported by an irrevocable letter of credit reasonably satisfactory to the Administrative Agent as to form, substance and issuer or domestic confirming bank (provided, that, at any time an Accelerated Borrowing Base Delivery Event exists, in addition, any such letter of credit shall have been delivered to Administrative Agent and shall be directly drawable by Administrative Agent) or is covered by credit insurance in form, substance and amount, and by an insurer, reasonably satisfactory to Administrative Agent;

(v)    with respect to which an invoice, reasonably acceptable to the Administrative Agent in form, has not been sent to the applicable Account Debtor or such invoice does not include a true and correct statement of the bona fide payment obligation incurred in the amount of the Pharmacy Receivable for medication, medical equipment or other medical items sold to and accepted by the applicable Account Debtor;

(w)    in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a xxxx and hold, or any other terms by reason of which the payment by an Account Debtor may be conditional;

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(x)    as to which any check, draft or other items of payment has previously been received which has been returned unpaid or otherwise dishonored;

(y)    to the extent such Pharmacy Receivable consists of finance charges as compared to obligations to such Borrower for goods sold;

(z)    to the extent such Pharmacy Receivable exceeds any credit limit established by the Administrative Agent in its Permitted Discretion with respect to the Account Debtor, but only after a determination made by the Administrative Agent in its Permitted Discretion that the creditworthiness of such applicable Account Debtor has declined in such a manner that the prospects for payment on such Pharmacy Receivable have or may become materially impaired;

(aa)    which have not been underwritten in accordance with the applicable Borrower’s Credit and Collection Policy, and has terms which have not been modified, impaired, waived, altered, extended or renegotiated since its origination in any way; or

(bb)    which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection.

The criteria for Eligible Pharmacy Receivables set forth above may be changed and any new criteria for Eligible Pharmacy Receivables may be established by the Administrative Agent in the exercise of its Permitted Discretion and solely based on either: (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a Borrower to the field examiners of the Administrative Agent prior to the Closing Date (except to the extent that it may have been identified but the Administrative Agent has elected not to establish eligibility criteria with respect thereto as of the Closing Date), in either case under clause (i) or (ii) which adversely affects or would reasonably be expected to adversely affect the Pharmacy Receivables or the Administrative Agent’s ability to realize upon the Pharmacy Receivables in any material respect, as determined by the Administrative Agent in its Permitted Discretion. Any Pharmacy Receivables that are not Eligible Pharmacy Receivables shall nevertheless be part of the Collateral.

“Eligible Prescription Files” means, at the time of any determination thereof, each Prescription File that at all times satisfies the criteria set forth below and which arises and is maintained in the ordinary course of the business of such Borrower and which is of a type included in an appraisal of Prescription Files received by Administrative Agent in accordance with the requirements of this Agreement (including Prescription Files acquired by such Borrower after the date of such appraisal). Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Prescription Files shall not include any Prescription Files: (a) at premises other than those owned, leased or licensed and in each case controlled by a Borrower; (b) that are not subject to a perfected, first priority security interest in favor of the Administrative Agent senior in right of security to all other security interests thereon or that is subject to any other Lien, other than Liens granted to the Administrative Agent pursuant to the Security Documents and Liens permitted under clauses (a), (e) or (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement in form and substance reasonably satisfactory to Administrative Agent between the holder of such Lien and Administrative Agent; (c) that are not in a form that may be sold or otherwise transferred or are subject to regulatory restrictions on the transfer thereof that are not acceptable to the Administrative Agent in its Permitted Discretion. The criteria for Eligible Prescription Files set forth above may be changed and any new criteria for Eligible Prescription Files may be established by the Administrative Agent in the exercise of its Permitted Discretion based solely on either: (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or

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other circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a Borrower to the field examiners of Administrative Agent prior to the Closing Date (except to the extent that it may have been identified but the Administrative Agent has elected not to establish eligibility criteria with respect thereto as of the Closing Date), in either case under clause (i) or (ii) which adversely affects or would reasonably be expected to adversely affect the Prescription Files or the Administrative Agent’s ability to realize upon the Prescription Files in any material respect, in each case, as determined by Administrative Agent in its Permitted Discretion. Any Prescription Files that are not Eligible Prescription Files shall nevertheless be part of the Collateral.

“Eligible Retail Inventory” means Eligible Inventory that is Retail Inventory.

“Eligible Trade Receivables” means Accounts deemed by the Administrative Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base arising from the sale of the Borrowers’ Wholesale Inventory that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Account (1) has been earned by performance and represents the bona fide amounts due to a Borrower from an Account Debtor, and in each case originated in the ordinary course of business of such Borrower, and (2) in each case is acceptable to the Administrative Agent in its Permitted Discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (ff) below. Without limiting the foregoing, to qualify as an Eligible Trade Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (1) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (2) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Eligible Trade Receivable. Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Trade Receivables shall not include any Wholesale Trade Receivable:

(a)    which is unpaid within the earlier of twenty-one (21) days following its original due date or forty-nine (49) days following the initial statement date with respect to such Wholesale Trade Receivable;

(b)    due from any Account Debtor (or its Affiliates), where fifty percent (50%) or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible pursuant to clause (a), above;

(c)    with respect to which an invoice, reasonably acceptable to the Administrative Agent in form, has not been sent to the applicable Account Debtor;

(d)    with respect to which (i) the goods giving rise to such Wholesale Trade Receivable have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Wholesale Trade Receivable have not been performed and billed to the Account Debtor,

(e)    where such Wholesale Trade Receivables or the underlying contract contravenes any laws, rules or regulations applicable thereto, including, rules and regulations relating to truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy or any party to the underlying contract is in violation of any such laws, rules or regulations;

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(f)    which is not a valid, legally enforceable obligation of the applicable Account Debtor with respect thereto;

(g)    which are disputed or with respect to which claim, chargeback, offset, deduction or counterclaim, dispute or other defense has been asserted (to the extent of such claim, chargeback, offset, deduction or counterclaim, dispute or other defense);

(h)    that are not subject to a perfected, first priority security interest in favor of the Administrative Agent senior in right of security to all other security interests thereon, or with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien, other than Liens granted to the Administrative Agent pursuant to the Security Documents and Liens permitted under clauses (a), (e), (o) or (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, between the holder of such Lien and the Administrative Agent;

(i)    which do not conform to all representations, warranties or other provisions in the Loan Documents relating to Wholesale Trade Receivables;

(j)    for which all consents, approvals or authorizations of, or registrations or declarations with any Governmental Authority required to be obtained, effected or given in connection with the performance of such Account by the Account Debtor or in connection with the enforcement of such Account by the Administrative Agent have not been duly obtained, effected or given or are not in full force and effect;

(k)    which do not constitute an “Account” or “Payment Intangible” (as each such term is defined in the UCC);

(l)    which are due from an Account Debtor which is the subject of proceedings under a Debtor Relief Law;

(m)    where the Account Debtor obligated upon such Wholesale Trade Receivables suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due;

(n)    which are evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent;

(o)    which are Pharmacy Receivables or Credit Card Receivables;

(p)    for which the Account Debtor is a (i) retail customer, (ii) Credit Card Issuer or Credit Card Processor, (iii) Governmental Authority (including, without limitation, Medicare, Medicaid and food assistance programs), (iv) military customers, (v) a Sanctioned Person or Sanctioned Entity (to the knowledge of the Lead Borrower with respect to entities described in clauses (c) and (d) of the definition thereof), or (vi) an Affiliate of any Borrower or an employee or agent of any Borrower;

(q)    (i) owing from any Person (other than the Transition Agreement Parties) that is also a supplier to or creditor of a Loan Party or any of its Subsidiaries, or (ii) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling a Loan Party or any of its Subsidiaries to discounts on future purchase therefrom;

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(r)    which consist of amounts due from vendors as rebates or allowances or from franchisees;

(s)    which are payable in any currency other than Dollars;

(t)    which do not direct payment thereof to be sent to a Blocked Account;

(u)    arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a xxxx and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional;

(v)    that is the obligation of an Account Debtor located in a foreign country unless payment thereof is supported by an irrevocable letter of credit reasonably satisfactory to the Administrative Agent as to form, substance and issuer or domestic confirming bank (provided, that, at any time an Accelerated Borrowing Base Delivery Event exists, in addition, any such letter of credit shall have been delivered to Administrative Agent and shall be directly drawable by Administrative Agent) or is covered by credit insurance in form, substance and amount, and by an insurer, reasonably satisfactory to Administrative Agent;

(w)    (i) upon which such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever, or (ii) as to which Wholesale Trade Receivable the Account Debtor is located in a state requiring the filing of a Notice of Business Activities Report or similar report in order to permit such Borrower to use the courts of such state or to otherwise seek judicial enforcement of payment of such Wholesale Trade Receivable, in each case unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the most recent year for which such qualification or report is required (to the extent that the Administrative Agent in its Permitted Discretion has determined to render such Wholesale Trade Receivable ineligible), or (iii) if the Wholesale Trade Receivable represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(x)    to the extent any Borrower or any Subsidiary thereof is (i) liable for goods sold or services rendered by the applicable Account Debtor to any Borrower or any Subsidiary thereof, or (ii) liable for accrued and actual discounts, claims, unpaid fees, credit or credits pending, promotional program allowances, price adjustment, finance charges or other allowances (including any amount that any Borrower or any Subsidiary thereof, as applicable, may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (whether written or oral)), but, in each case only to the extent of the potential offset resulting therefrom (provided, that, the amount of the offset for this purpose in respect of amounts owing by a Borrower or any Subsidiary thereof to any of the Transition Agreement Parties shall be limited to the extent that such Transition Agreement Party has agreed in writing to offset first against amounts owing to such Borrower or Subsidiary other than any of the Wholesale Trade Receivables, so long as such agreement is in form and substance reasonably satisfactory to Administrative Agent and is either (i) in favor of Administrative Agent or (ii) provides that (A) Administrative Agent is a third party beneficiary with respect thereto, (B) Administrative Agent is entitled to directly enforce such agreement, (C) the agreement of the applicable Transition Agreement Party is not subject to any defenses against Administrative Agent based on any act or omission of a Loan Party, and (D) such agreement may not be amended, modified or any rights of any Loan Party thereunder waived without the written consent of Administrative Agent);

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(y)     which arise in whole or in part from the sale of products purchased by the applicable Borrower from a Person which is entitled to the benefits of the PSA, with respect to such products;

(z)    to the extent such Wholesale Trade Receivable exceeds any credit limit established by the Administrative Agent in its Permitted Discretion with respect to the Account Debtor, but only after a determination made by the Administrative Agent in its Permitted Discretion that the creditworthiness of such applicable Account Debtor has declined in such a manner that the prospects for payment on such Wholesale Trade Receivable have or may become materially impaired;

(aa)    with respect to an Account Debtor whose total obligations owing to Borrowers exceed ten percent (10%) (such percentage, as applied to a particular Account Debtor, being subject to reduction by Administrative Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates or otherwise, in any event, as applied to a particular Account Debtor being subject to increase as to such Account Debtor by Administrative Agent in its Permitted Discretion) of all Eligible Trade Receivables, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, in each case, the amount of Eligible Trade Receivables that are excluded because they exceed the foregoing percentage shall be determined by Administrative Agent based on all of the otherwise Eligible Trade Receivables prior to giving effect to any eliminations based upon the foregoing concentration limit;

(bb)    where the Account Debtor obligated upon such Wholesale Trade Receivables is in default, in any manner material to the Wholesale Trade Receivable in question;

(cc)    which have not been underwritten in accordance with the applicable Borrower’s Credit and Collection Policy, and has terms which have not been modified, impaired, waived, altered, extended or renegotiated since its origination in any way;

(dd)    as to which any check, draft or other items of payment has previously been received which has been returned unpaid or otherwise dishonored; or

(ee)    which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection.

“Eligible Wholesale Inventory” means Eligible Inventory that is Wholesale Inventory.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the Release of any Hazardous Materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Lead Borrower or any other Loan Party resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, labeling, storage, treatment or disposal or recycling of, or presence of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Equipment” has the meaning set forth in the UCC.

“Equity Interests” means, with respect to any Person, the shares of capital stock of (or other ownership or profit interests in) such Person, the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and any of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder, as amended and in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Lead Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 or 430 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Lead Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Lead Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Lead Borrower or any ERISA Affiliate, or (g) the breach of any terms of the PBGC Agreement.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 8.01. An Event of Default shall be deemed to be continuing unless and until that Event of Default has been duly waived as provided in Section 10.01 hereof or is cured if such Event of Default is capable of being cured.

“Excess Availability” means, as of any date of determination thereof, the result of: (a) the Loan Cap, minus, (b) the aggregate unpaid balance of Credit Extensions; provided, that, for purposes of the calculation of Excess Availability prior to April 30, 2013, any NAI LCs outstanding as of the Closing Date (or any portion of any such NAI LC, as the case may be) shall not be considered in such calculation to the extent that Administrative Agent has received evidence satisfactory to it that a new letter of credit replacing such NAI LC has been issued for the account of the beneficiary thereof, that such new letter of credit is being sent to such beneficiary and such NAI LC will be released promptly after the Closing Date. Any portion of an NAI LC that is not covered by a new letter of credit as provided for in the previous sentence shall be included in the calculation of Excess Availability prior to April 30, 2013. On and after April 30, 2013, all NAI LCs then outstanding shall be Letters of Credit for purposes of the calculation of Excess Availability.

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“Excluded DDAs” means each checking, savings or other demand deposit account maintained by any Loan Party and exclusively used (a) for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees, (b) for the receipt of Medicare and Medicaid receivables of a Loan Party, (c) to hold proceeds of Term Loan Priority Collateral, subject to the Term Loan Intercreditor Agreement, unless and until the release of the Lien therein of the Term Loan Agent, (d) for the receipt and deposit of funds of a specific Person other than a Loan Party, or which a Loan Party is holding in trust or as a fiduciary for such Person, in each case in a manner permitted under this Agreement or the other Loan Documents, or (e) to hold exclusively (i) the SUPERVALU Payment, or (ii) any other amount received in connection with a Pre-Spin Transaction permitted hereunder.

“Excluded Real Estate Collateral” shall mean any property that would otherwise constitute a Material Real Estate Asset or Real Estate Collateral Property, (a) where either (i) the valid grant of a Lien in such Material Real Estate Asset or Real Estate Collateral Property to the Administrative Agent would constitute or result in a breach, termination or default under a valid and binding contract, agreement, lease, permit, license, charter or license agreement, in each case to which such Material Real Estate Asset or Real Estate Collateral Property is subject, and entered into by a Loan Party with a Person that is not an Affiliate of the Loan Parties or a violation of applicable law, and such breach, termination or default has not been or is not waived or the consent of the other party to such contract, agreement, lease, permit, license, charter or license agreement has not been or is not otherwise obtained or under applicable law such violation cannot be waived, or (ii) such Material Real Estate Asset or Real Estate Collateral Property is subject to adverse environmental or other conditions that the Term Loan Agent determines makes it unsuitable as Collateral and (b) which the Term Loan Agent designates as Excluded Real Estate Collateral pursuant to the Term Loan Agreement.

“Excluded Subsidiaries” means, at any date of determination, each (a) Immaterial Subsidiary, (b) Foreign Subsidiary, (c) Unrestricted Subsidiary, (d) until the termination of the Spin Period, Save-A-Lot Subsidiary, (e) Insurance Captive and (f) Subsidiary of Lead Borrower that is not, directly or indirectly, wholly owned by Lead Borrower; provided, that, notwithstanding the foregoing, (i) Xxxxx Foods, LLC shall not be deemed to be an Excluded Subsidiary, and (ii) in no event shall any Subsidiary of Lead Borrower that is a guarantor of the Term Loan Debt be an Excluded Subsidiary.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any LC Issuer or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder, (a) any tax imposed on or measured by, in whole or in part, the revenue, net income, net profits, net assets, capital or net worth of, and franchise taxes imposed on, any Lender or any Participant (including any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) (i) in which such Lender or such Participant is organized (ii) in which such Lender’s or such Participant’s principal office is located, (iii) in which such Lender or such Participant is doing business, including, branch profits taxes and branch interest taxes (other than solely as a result of entering into any Loan Document or taking any action contemplated thereunder), (iv) in which it has a present or former connection other than as a result of the Loan Documents or taking any action contemplated thereunder or (v) in the case of any Foreign Lender, in which its applicable Lending Office is located, in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any other Loan Document); (b) taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section 3.01(e), (c) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, (d) in the case of a Foreign Lender, any United States federal withholding taxes imposed on amounts payable to such Foreign Lender as a result of such Foreign Lender’s failure to comply with FATCA to establish a complete exemption

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from withholding thereunder, and (e) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), except that Taxes shall include (1) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 3.01(e), if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), and (2) additional United States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result of a Change in Law.

“Executive Order” has the meaning set forth in Section 10.18.

“Existing Credit Agreement” has the meaning set forth in the Recitals.

“Existing Letters of Credit” means, collectively, the letters of credit issued for the account of a Loan Party or for which such Loan Party is otherwise liable listed on Schedule 1.01(b) hereto, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“Existing Loan Documents” has the meaning set forth in the Recitals.

“Existing Receivables Transfer Agreements” means (a) the Second Amended and Restated Receivables Purchase Agreement, dated as of November 30, 2011, by and among SUPERVALU Receivables Funding Corporation, a Delaware corporation, as seller, the Lead Borrower, as servicer, the banks and other financial institutions party thereto, as purchasers and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as agent, and (b) each Purchase Agreement as defined in such Second Amended and Restated Receivables Purchase Agreement.

“Existing Term Loan Agent” means Credit Suisse AG, Cayman Islands Branch, in its capacity as agent for the Existing Term Loan Lenders.

“Existing Term Loan Agreement” means the Credit Agreement, dated August 30, 2012, among Existing Term Loan Agent, Existing Term Loan Lenders, and the Lead Borrower.

“Existing Term Loan Facility” means the term loan facility provided to Lead Borrower pursuant to the terms of the Existing Term Loan Agreement.

“Existing Term Loan Lenders” means the financial institutions party to the Existing Term Loan Agreement as lenders.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.

“Facility Guaranty” means the Amended and Restated Guaranty made by the Guarantors in favor of the Administrative Agent and the other Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent.

“Farm Products” has the meaning set forth in the Food Security Act and the UCC.

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“Farm Products Sellers” means, collectively, sellers or suppliers to any Loan Party of any Farm Products and including any milk or dairy products, perishable agricultural commodity (as defined in PACA) or livestock (as defined in the PSA), meat, meat food products or livestock products derived therefrom or any poultry or products derived therefrom; sometimes referred to herein individually as a “Farm Products Seller”.

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

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that, (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Xxxxx Fargo on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement, dated January 10, 2013, by and among the Lead Arrangers and the Lead Borrower.

“Fiscal Intermediary” means any qualified insurance company or other Person that has entered into an ongoing relationship with any Governmental Authority to make payments to payees under Medicare, Medicaid or any other Federal, state or local public health care or medical assistance program pursuant to any of the Health Care Laws.

“Fiscal Period” means any four-week or five-week fiscal period of any Fiscal Year, in accordance with the fiscal accounting calendar of the Loan Parties as in effect on the date hereof.

“Fiscal Quarter” means the period consisting of the first four Fiscal Periods of each Fiscal Year and the next three periods of three Fiscal Periods each in such Fiscal Year.

“Fiscal Year” means any period of thirteen (13) consecutive Fiscal Periods ending on the last Saturday of February of any calendar year.

“Flood Program” shall mean the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Flood Zone” shall mean areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.

“Food Security Act” means the Food Security Act of 1984, 7 U.S.C. Section 1631 et. seq., as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

“Food Security Act Notices” is defined in Section 5.27(a) hereof.

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“Foreign Assets Control Regulations” has the meaning set forth in Section 10.18.

“Foreign Lender” means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Subsidiary” means a direct or indirect Subsidiary of a Loan Party organized or incorporated under the laws of a jurisdiction other than a State of the United States, the United States, or the District of Columbia.

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

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Ground Lease” means, individually and collectively, as the context may require, each ground lease described on the Applicable Collateral List.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

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“Guarantor” means each Subsidiary that is neither a Borrower nor an Excluded Subsidiary, together with its successors and assigns.

“Hazardous Materials” means all chemicals, materials, substances or wastes of any nature that are listed, classified, regulated, characterized or otherwise defined as “hazardous,” “toxic,” “radioactive,” a “pollutant,” a “contaminant,” or terms of similar intent or meaning, by any Governmental Authority or that are otherwise prohibited, limited or regulated pursuant to any Environmental Law, including petroleum or petroleum distillates, friable asbestos or friable asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.

“Health Care Laws” means all Federal, state and local laws, rules, regulations, interpretations, guidelines, ordinances and decrees primarily relating to patient healthcare, any health care provider, medical assistance and cost reimbursement programs, as now or at any time hereafter in effect, applicable to any Loan Party, including, but not limited to, the Social Security Act, the Social Security Amendments of 1972, the Medicare-Medicaid Anti-Fraud and Abuse Amendments of 1977, the Medicare and Medicaid Patient and Program Protection Act of 1987, HIPAA and the Patient Protection and Affordable Care Act of 2010.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

“HIPAA Compliance Date” has the meaning set forth in Section 5.28.

“HIPAA Compliance Plan” has the meaning set forth in Section 5.28.

“HIPAA Compliant” has the meaning set forth in Section 5.28.

“Immaterial Subsidiary” means (a) each Subsidiary identified as an Immaterial Subsidiary on the Closing Date on Schedule 5.13, and (b) thereafter, each Subsidiary of the Lead Borrower identified as an “Immaterial Subsidiary” pursuant to a certificate executed and delivered by a Responsible Officer of the Lead Borrower to the Administrative Agent within sixty (60) days of the delivery of annual financial statements pursuant to Section 6.01(a) (certifying as to each of the items set forth in the following proviso); provided, that, (i) a Subsidiary 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 Lead Borrower) exceed one percent (1%) of the Total Assets of the Lead Borrower and its Subsidiaries on a Consolidated basis and (ii) the aggregate book value of the assets of all Immaterial Subsidiaries (net of assets arising from intercompany transactions that would be eliminated on a Consolidated balance sheet of the Lead Borrower) shall not exceed five percent (5%) of the Total Assets of the Lead Borrower and its Subsidiaries on a Consolidated basis, in each case as determined for the most recently completed Fiscal Quarter for which the Lead Borrower has provided financial statements pursuant to Section 6.01; provided, that, that Xxxxx Foods, LLC shall not constitute an Immaterial Subsidiary.

“Increase Effective Date” has the meaning set forth in Section 2.15(e).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

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(b)    the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, and similar instruments (and including reimbursement obligations in connection with surety bonds);

(c)    the Swap Termination Value under any Swap Contract;

(d)    all obligations of such Person to pay the deferred purchase price of property or services which are due six (6) months or more from the date after such property is acquired or such services are completed, and including, without limitation, customary indemnification, adjustment of purchase price or similar obligations, earn-outs or other similar obligations (but excluding trade accounts payable incurred in the ordinary course of business on normal trade terms and not overdue by more than ninety (90) days unless such trade payables or other obligations are being contested or disputed by such Person in good faith), in each case to the extent required to be recorded as liabilities in accordance with GAAP;

(e)    all Indebtedness of any other Person (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    all Attributable Indebtedness of such Person;

(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person (including, without limitation, Disqualified Stock), or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(h)    all obligations under, or the net investments outstanding pursuant to, any receivables or securitization financing (including any Permitted Securitization Facility); and

(i)    all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date; provided, that, (i) as to Swap Contracts relating to fuel entered into by the Lead Borrower in the ordinary course of business consistent with its current practices, the Swap Termination Value may be determined at the end of the most recently ended Fiscal Period for purposes of this Agreement and (ii) as to Swap Contracts other than such Swap Contracts with respect to fuel, the Swap Termination Value may be determined at the end of the most recently ended Fiscal Period for purposes of this Agreement until Administrative Agent may notify the Lead Borrower otherwise.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” has the meaning set forth in Section 10.04(b).

“Information” has the meaning set forth in Section 10.07.

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“Initial Lead Arrangers” means Xxxxx Fargo, U.S. Bank National Association, Xxxxxxx Xxxxx Bank USA, Credit Suisse Securities (USA) LLC, Xxxxxx Xxxxxxx Senior Funding, Inc., Barclays Bank PLC, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arrangers and joint bookrunners.

“Insurance Captive” means each of (a) Xxxxxxxx Insurance Co. Ltd., a Bermuda corporation, (b) Market Company, Ltd., a Bermuda corporation and (c) such other Subsidiaries of the Lead Borrower formed or acquired after the date hereof that perform similar insurance functions, in each case to the extent organized and maintained as a captive insurance Subsidiary of the Lead Borrower.

“Intellectual Property” means all present and future: (a) trade secrets, know-how and other proprietary information; (b) trademarks, trademark applications, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; (c) copyrights and copyright applications (including copyrights for computer programs) and all tangible and intangible property embodying the copyrights, unpatented inventions (whether or not patentable); (d) patents and patent applications; (e) industrial design applications and registered industrial designs; (f) license agreements related to any of the foregoing and income therefrom; (g) books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; (h) all other intellectual property; and (i) all common law and other rights throughout the world in and to all of the foregoing.

“Intellectual Property Security Agreements” mean, collectively, each (a) Grant of Security Interest in Trademarks, (b) Grant of Security Interest in Patents, and (c) Grant of Security Interest in Copyrights, each dated as of the Closing Date, between a Loan Party and the Administrative Agent, granting a Lien in Intellectual Property and certain other assets of the Loan Parties.

“Intercreditor Provisions” has the meaning set forth in Section 8.01(r).

“Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, that, if any Interest Period for a LIBO Rate Loan exceeds three months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment dates, and (b) as to any Base Rate Loan (including a Swing Line Loan), the first calendar day after the end of each calendar quarter and the Maturity Date.

“Interest Period” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or converted to or continued as a LIBO Rate Loan and ending on the date one, two, three, or six months thereafter, as selected by the Lead Borrower in its Committed Loan Notice (or the date nine or twelve months thereafter if requested by the Lead Borrower and consented to by all of the Lenders); provided, that:

(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

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(c)    no Interest Period shall extend beyond the Maturity Date; and

(d)    notwithstanding the provisions of clause (c), no Interest Period shall have a duration of less than one (1) month, and if any Interest Period applicable to a LIBO Borrowing would be for a shorter period, such Interest Period shall not be available hereunder.

For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Internal Control Event” means a material weakness in, or fraud that involves senior management or other employees who have a significant role in, the Lead Borrower’s and/or its Subsidiaries’ internal controls over financial reporting, in each case as described in the Securities Laws.

“Inventory” has the meaning set forth in the UCC as in effect on the date hereof.

“Inventory Reserves” means such reserves (without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria or the definition of “Borrowing Base”) as may be established from time to time by the Administrative Agent in the Administrative Agent’s Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the market value of the Eligible Inventory to the extent not addressed in the calculation of the Net Recovery Percentage of such Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) reserves based on: (a) obsolescence; (b) seasonality; (c) Shrink; (d) imbalance; (e) change in Inventory character; (f) change in Inventory composition; (g) change in Inventory mix; (h) markdowns (both permanent and point of sale); (i) out-of-date and/or expired Inventory and (j) intercompany profit.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or interest in, another Person, (c) any Acquisition, or (d) any other investment of money or capital in order to obtain a profitable return. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Grade Account Debtor” means an Account Debtor that, at the time of determination, has a corporate credit rating and/or family rating, as applicable, of BBB- or higher by S&P or Baa3 or higher by Moody’s.

“Investors” means each of (a) Cerberus, (b) Cerberus Institutional Partners V, L.P., (c) Kimco Realty Services, Inc., (d) Jubilee Limited Partnership, (e) Sei, Inc., (f) Jubilee Symphony ABS LLC, (g) Xxxxxx-Xxxxx Real Estate Fund VI, L.P., (h) Xxxxxx-Xxxxx Real Estate Fund VI-A, L.P., (i) Xxxxxx-Xxxxx Real Estate Fund VI-B, L.P., (j) ALBA VI, LLC, (k) A2B2 VI-A, LLC, (l) ALB-2VI-B, LLC, (m) Xxxxx Realty, LP. and (n) A-S Xxxxx Equity, LLC, and any of their Affiliates.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

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“Issuer Documents” means with respect to any Letter of Credit, the Letter Credit Application, the Letter of Credit Agreement, and any other document, agreement and instrument entered into by a Borrower with or in favor of the applicable LC Issuer and relating to any such Letter of Credit.

“Joinder Agreement” means an agreement, in form reasonably satisfactory to the Administrative Agent pursuant to which, among other things, a Subsidiary becomes a party to, and bound by the terms of, this Agreement and/or the other Loan Documents in the same capacity and to the same extent as either a Borrower or a Guarantor, as the Administrative Agent may determine.

“Laws” means each international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license, authorization and permit of, and agreement with, any Governmental Authority.

“LC Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“LC Disbursement” means a payment made by an LC Issuer pursuant to a drawing on a Letter of Credit.

“LC Issuer” means (a) Xxxxx Fargo, U.S. Bank National Association, PNC Bank, National Association, and Coöperatieve Rabobank U.A., New York Branch (formerly known as Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch), each in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder (which successor may only be a Lender selected by Administrative Agent in its discretion and shall be subject to the approval of the Lead Borrower (not to be unreasonably withheld or delayed) so long as no Default or Event of Default exists or has occurred and is continuing), and (b) any other Lender who agrees to act in such capacity and is acceptable to Lead Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed). An LC Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the LC Issuer and/or for such Affiliate to act as an advising, transferring, confirming and/or nominated bank in connection with the issuance or administration of any such Letter of Credit, in which case the term “LC Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. The agreement of a Lender to be an LC Issuer shall be required.

“LC Obligations” means, as at any date of determination, the aggregate undrawn amount available to be drawn under all outstanding Letters of Credit. For purposes of computing the amounts available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of any rule under the ISP or any article of UCP 600, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lead Arrangers” means, collectively, Xxxxx Fargo, U.S. Bank National Association, Xxxxxxx Sachs Bank USA, Credit Suisse Securities (USA) LLC, Xxxxxx Xxxxxxx Senior Funding, Inc., Barclays Bank PLC, Rabobank Nederland, New York Branch, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Joint Lead Arrangers and Joint Bookrunners.

“Lead Borrower” has the meaning set forth in the introductory paragraph hereto.

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“Lease” means any agreement, whether written or oral, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use or occupancy of any space in a structure, land, improvements or premises for any period of time.

“Lender” has the meaning set forth in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Lead Borrower and the Administrative Agent.

“Letter of Credit” means (a) each Standby Letter of Credit, and (b) each Commercial Letter of Credit issued hereunder. The Existing Letters of Credit shall constitute Letters of Credit.

“Letter of Credit Agreement” means a Standby Letter of Credit Agreement or a Commercial Letter of Credit Agreement, as applicable.

“Letter of Credit Application” means an application for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable LC Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Exposure” means, with respect to any Lender, at any time, the sum of (a) the principal amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the LC Issuers pursuant to Section 2.03(c) at such time and (b) such Lender’s Applicable Percentage of the outstanding Letters of Credit at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the LC Issuers pursuant to Section 2.03(c)).

“Letter of Credit Fee” has the meaning set forth in Section 2.03(i).

“Letter of Credit Sublimit” means, prior to completion of the Distribution, an amount equal to $400,000,000, and from and after completion of the Distribution, an amount equal to $300,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments. Subject to Section 2.06(b), a permanent reduction of the Aggregate Commitments shall not require a corresponding reduction in the Letter of Credit Sublimit.

“LIBO Borrowing” means a Borrowing comprised of LIBO Rate Loans.

“LIBO Rate” means

(a)    for any interest rate calculation with respect to a LIBO Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in US Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (and if any such rate is below zero, LIBO Rate shall be deemed to be zero). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBO Rate” shall be determined by Administrative Agent to be the arithmetic average of the rate per annum at which deposits in US Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to Administrative Agent at approximately 11:00 a.m.

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(London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period; and

(b)    for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in US Dollars in minimum amounts of at least $5,000,000 for a period equal to three (3) months (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day (and if any such rate is below zero, LIBOR shall be deemed to be zero). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR” for such Base Rate Loan shall be determined by Administrative Agent to be the arithmetic average of the rate per annum at which deposits in US Dollars in minimum amounts of at least $5,000,000, as applicable, would be offered by first class banks in the London interbank market to Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to three (3) months commencing on such date of determination.

Each calculation by Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“LIBO Rate Loan” means a Committed Loan that bears interest at a rate based on the Adjusted LIBO Rate.

“Lien” means (a) any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, any lease or other agreement giving rise to a Capital Lease Obligation, Synthetic Lease Obligation, or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidation” means the exercise by the Administrative Agent of those rights and remedies accorded to Administrative Agent under the Loan Documents and applicable Law as a creditor of the Loan Parties with respect to the realization on the Collateral, including (after the occurrence and during the continuation of an Event of Default) the conduct by the Loan Parties acting with the consent of the Administrative Agent, of any public, private or “going out of business”, “store closing”, or other similarly themed sale or other disposition of the Collateral for the purpose of liquidating the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement.

“Loan” means an extension of credit by or on behalf of a Lender to a Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

“Loan Account” has the meaning set forth in Section 2.11(a).

“Loan Cap” means, at any time of determination, the lesser of (a) the Aggregate Commitments or (b) the Borrowing Base.

“Loan Documents” means this Agreement, each Note, each Issuer Document, the Fee Letter, all Borrowing Base Certificates, the Credit Card Notifications, the Security Documents, the Facility Guaranty, the Term Loan Intercreditor Agreement, and any other instrument or agreement now or

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hereafter executed and delivered in connection herewith, or in connection with any transaction arising out of any Cash Management Services, Bank Products or Commercial LC Facility; provided, that, for purposes of the definition of “Material Adverse Effect”, “Loan Documents” shall not include agreements relating to Cash Management Services, Bank Products or a Commercial LC Facility.

“Loan Parties” means, collectively, the Borrowers and the Guarantors.

“Master Concentration Account” means the deposit account of Lead Borrower in which funds of any Loan Party from one or more Blocked Accounts are from time to time deposited. As of the date hereof, the Master Concentration Accounts are the deposit accounts identified as Master Concentration Accounts on Schedule 5.21(a).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, or condition (financial or otherwise) of the Loan Parties taken as a whole; (b) a material impairment of the ability of the Loan Parties to perform their obligations under the Loan Documents; or (c) a material impairment of the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents or a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties of the Loan Documents. In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events described in the applicable provision since the applicable date would result in a Material Adverse Effect.

“Material Contract” means, with respect to any Loan Party, each contract or agreement to which such Loan Party is a party that is deemed to be a material contract or material definitive agreement under any Securities Laws applicable to such Loan Party, including, without limitation, the types of contracts specified in item 601(b)(10)(ii) of Regulation S-K, and in the event that at any time hereafter the Lead Borrower shall cease to be required to comply with the Securities Laws, then the same definitions shall continue to apply for purposes of this Agreement and the other Loan Documents.

“Material Debt Reserve” means Availability Reserves in an amount equal to outstanding obligations in connection with any Material Indebtedness with a maturity date on or within thirty (30) days of the date of the establishment of such Availability Reserve.

“Material Indebtedness” means the Indebtedness evidenced by or arising under the SVU 2021 Notes, the SVU 2022 Notes and the SVU Indenture (but solely in respect of the SVU 2021 Notes and the SVU 2022 Notes), and any other Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount exceeding $50,000,000. For purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any Swap Contract at such time shall be calculated at the Swap Termination Value thereof, (b) undrawn committed or available amounts shall be included, and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included.

“Material Real Estate Asset” means Real Estate (other than an operating leasehold interest and Excluded Real Estate Collateral) having a Value in excess of $1,000,000, as determined in good faith by the Lead Borrower, the acquiring Loan Party or an independent, third party expert reasonably satisfactory to the Administrative Agent, as of the date of the acquisition thereof.

“Material Related Collateral Location” means any owned or leased Real Estate, other than Real Estate Collateral Property, owned, leased or operated by the Lead Borrower or any Loan Party, if the Value of the property, plant and equipment (excluding information technology, leasehold improvements,

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vehicles and aircraft) located at such owned or leased Real Estate on the Borrower’s financial statements exceeds $300,000 as of the Closing Date or as of the acquisition thereof.

“Maturity Date” means February 3, 2021 or such earlier date as provided in Section 2.07.

“Maximum Rate” has the meaning set forth in Section 10.09.

“Measurement Period” means, at any date of determination, the most recently completed thirteen (13) consecutive Fiscal Periods of Lead Borrower and its Subsidiaries.

“Medicaid” means the health care financial assistance program jointly financed and administered by the Federal and State governments under Title XIX of the Social Security Act.

“Medicare” means the health care financial assistance program under Title XVIII of the Social Security Act.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto.

“Mortgages” means any mortgage, deed of trust or leasehold mortgage encumbering any Real Estate, given by the Loan Party owning or leasing such Real Estate in favor of the Administrative Agent, substantially in the form of Exhibit J hereto or such other form reasonably satisfactory to the Administrative Agent, together with such schedules and including such provisions as shall be necessary to conform such document to applicable Laws or as shall be customary under applicable Laws.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Lead Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“NAI” has the meaning set forth in the Recitals.

“NAI Indenture” means the Indenture, dated as of May 1, 1992, between NAI and U.S. Bank National Association, as amended, supplemented or otherwise modified as of the Closing Date.

“NAI LCs” means the Letters of Credit listed on Schedule 1.01(b) hereto as supporting obligations of NAI or any of its Subsidiaries.

“NAI Notes” means the notes (including NAI’s 7.25% Notes due 2013, 7.45% Debentures due 2029, 7.75% Debentures due 2026, 8.70% Debentures due 2030, 8.00% Debentures due 2031 and 6.34-7.15% Medium Term Notes due 2013-2028) issued by NAI pursuant to the NAI Indenture.

“NAI Parties” has the meaning set forth in the Recitals.

“NAI Sale” means the purchase by Buyer of all of the issued and outstanding Equity Interests of NAI from Lead Borrower (together with the subsequent transfer pursuant to Section 1.5 of the Acquisition Agreement by the Borrower to NAI of (x) the equity interests in US Satellite Corporation, Inc., and (y) the FCC-issued licenses and permits set forth in Section 5.23 of the Seller Disclosure Letter to the Acquisition Agreement as in effect on the date hereof, in each case as to such equity interests and licenses and permits retained by the Lead Borrower solely for the purpose of obtaining necessary regulatory consents), in consideration of, among other things, not less than $100,000,000 in cash, as adjusted in accordance with the Acquisition Agreement, and in connection with which (a) Buyer will acquire NAI subject to certain existing direct and indirect liabilities, including those arising under (i) the NAI Notes, (ii) the ASC Notes, (iii) certain Capital Leases, and (iv) all workers’ compensation claims relating to the

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store brands operated by NAI and its subsidiaries, including the NAI Workers’ Compensation Liabilities, (b) the Lead Borrower and its Subsidiaries shall have their liability eliminated, limited or indemnified in connection with (i) such worker’s compensation claims (and such obligations to provide any form of security) and (ii) the ASC Notes, in each case as to matters under clause (i) and (ii) in a manner reasonably satisfactory to the Lead Arrangers, and (c) Buyer and the Lead Borrower will enter into transition services agreements and a cross-license agreement as contemplated by the Acquisition Agreement.

“NAI Sale Documents” means the Acquisition Agreement and all other documents related thereto and executed in connection therewith.

“NAI Stock Purchase” has the meaning set forth in the Recitals.

“NAI Workers’ Compensation Liabilities” means all workers’ compensation claims (and including any obligations to provide any form of security for the benefit of the California Office of Self Insured Funds, the California Department of Industrial Relations or the California Self-Insured Security Fund or similar entities) relating to banners operated by NAI and its Subsidiaries.

“Net Cash Proceeds” has the meaning set forth in the Term Loan Agreement as in effect on the date hereof or as the definition of such term (or any defined terms included in such definition) may be amended after the date hereof to the extent approved by Administrative Agent.

“Net Proceeds” means

(a)    with respect to any Disposition by any Loan Party, other than a Disposition of a Save-A-Lot Retained Interest, or any Extraordinary Receipt received or paid to the account of any Loan Party, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by a Lien permitted hereunder on the applicable asset which is senior to the Administrative Agent’s Lien on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such transaction, (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party in connection with such transaction (including, without limitation, appraisals, and brokerage, legal, title and recording or transfer tax expenses and commissions) paid by any Loan Party to third parties (other than Affiliates), (C) taxes paid (directly or indirectly) to any taxing authorities by such Loan Party, as the case may be, in connection with, or directly attributable to, such Disposition at the time thereof or not later than the end of the tax year immediately following the year during which the Disposition occurs; provided, that, (1) as to any amounts that are deducted from the proceeds of any Disposition based on taxes that are not required to be paid at the time of such Disposition, if such amount is greater than $50,000, Administrative Agent shall have received a certificate from a Responsible Officer of Lead Borrower as to the calculation of the amount of the deduction based on such taxes and the basis for the calculation, in reasonable detail and otherwise in form and substance reasonably satisfactory to Administrative Agent and (2) in the event that the amount of the taxes paid by such Loan Party or such Subsidiary in the immediately following tax year after such sale are less than the amount of taxes that was deducted from such proceeds, then Borrowers shall pay to Administrative Agent for the benefit of the Credit Parties on the date that the applicable taxes are or would have been due under applicable tax law, the amount by which the reduction in the proceeds from the Disposition for such taxes as set forth in the certificate from a Responsible Officer referred to above exceeds the amount of such taxes paid as so determined and (D) a reasonable reserve for indemnification payments or purchase price adjustments payable by such Loan Party or such Subsidiary, as the case may be, to the purchaser thereof under the terms of the sale arrangements up to an amount

47

equal to twenty percent (20%) of the gross cash purchase price received by such Loan Party or such Subsidiary, as the case may be, at the time of the transfer of ownership of the assets subject to such Disposition; provided, that, upon the release or termination of such reserve, other than to the extent of the payment of such indemnification payments or purchase price adjustments, the amount of such reserve shall be deemed to constitute Net Proceeds; and

(b)    with respect to the issuance of any Equity Interest by any Loan Party, or the incurrence or issuance of any Indebtedness by any Loan Party, other than the Save-A-Lot Debt, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the sum of (A) underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party in connection therewith and (B) any portion thereof used to pay any Indebtedness of a Loan Party being refinanced therewith to the extent permitted hereunder.

“Net Recovery Percentage” means the fraction, expressed as a percentage (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the applicable category of Eligible Inventory at such time on a “going out of business sale” basis for such Inventory, as set forth in the most recent acceptable inventory appraisal received by the Administrative Agent in accordance with the requirements of this Agreement, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets and (b) the denominator of which is the Book Value of the aggregate amount of the Eligible Inventory subject to such appraisal.

“Net Store Closings” has the meaning set forth in clause (b) of the definition of the term “Permitted Dispositions.”

“Non-Consenting Lender” has the meaning set forth in Section 10.01.

“Non-Defaulting Lender” means and includes each Lender other than a Defaulting Lender.

“Non-Extension Notice Date” has the meaning set forth in Section 2.03(b)(iii).

“Note” means (a) a promissory note made by the Borrowers in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C-1, and (b) the Swing Line Note.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, indemnities, and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees, costs, expenses and indemnities are allowed or allowable claims in such proceeding, (b) any Bank Product Obligations and (c) any Commercial LC Facility Obligations.

“Occurrence Update Schedule” means Schedules 5.01 (Loan Parties Organizational Information) and 5.21(b) (Credit Card Agreement).

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

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“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity, and (d) in each case, all shareholder or other equity holder agreements, voting trusts and similar arrangements to which such Person is a party.

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

“Outstanding Amount” means (a) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any LC Obligations on any date, the amount of such LC Obligations on such date after giving effect to any LC Credit Extension occurring on such date and any other changes in the aggregate amount of the LC Obligations as of such date.

“Overadvance” means a Credit Extension to the extent that, immediately after its having been made, Excess Availability is less than zero.

“PACA” means the Perishable Agricultural Commodities Act, 1930, as amended, 7 U.S.C. Section 499a et. seq., as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

“Participant” has the meaning set forth in Section 10.06(d).

“Participant Register” has the meaning set forth in Section 10.06(d).

“Patriot Act” has the meaning set forth in Section 5.31.

“Payment Conditions” means, at the time of determination with respect to any specified transaction or payment, that

(a)    as of the date of any such transaction or payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing,

(b)    as of the date of any such transaction or payment, and after giving effect thereto, on a pro forma basis using the Borrowing Base as of the date of the most recent calculation thereof immediately prior to any such transaction or payment, Excess Availability shall be not less than the greater of (i) seventeen and one-half percent (17.5%) of the Loan Cap and (ii) prior to completion of the Distribution, $125,000,000, and from and after completion of the Distribution, $100,000,000,

(c)    Excess Availability at all times during the three (3) consecutive Fiscal Periods immediately before any such transaction or payment, and after giving effect thereto, on a pro forma basis, shall be not less than the greater of (i) seventeen and one-half percent (17.5%) of the Loan Cap and

49

(ii) prior to completion of the Distribution, $125,000,000, and from and after completion of the Distribution, $100,000,000,

(d)    Administrative Agent shall have received from Lead Borrower calculations reasonably satisfactory to the Administrative Agent demonstrating that Excess Availability at all times during the three (3) consecutive Fiscal Periods immediately after any such transaction or payment, and after giving effect thereto, on a pro forma basis, shall be not less than the greater of (i) seventeen and one-half percent (17.5%) of the Loan Cap and (ii) prior to completion of the Distribution, $125,000,000, and from and after completion of the Distribution, $100,000,000, and

(e)    as of the date of any such transaction or payment, and after giving effect thereto, on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio determined for the Measurement Period ending on the last day of the Fiscal Period most recently ended prior to the date of such transaction or payment for which Administrative Agent has received financial statements shall be at least 1.00 to 1.00; provided, that, in the event that Excess Availability as determined in accordance with clause (b) and Excess Availability as set forth in the calculations for clause (c) above is not less than the greater of twenty five percent (25.0%) of the Loan Cap and prior to completion of the Distribution, $187,500,000, and from and after completion of the Distribution, $150,000,000, then the condition in this clause (e) shall not be applicable.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“PBGC Agreement” means the term sheet by and among Buyer, the Lead Borrower and the PBGC, dated January 9, 2013, as received by the Administrative Agent on or about January 10, 2013 and any subsequent agreement entered into pursuant thereto that is consistent with the terms thereof.

“PCAOB” means the Public Company Accounting Oversight Board.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Lead Borrower or any ERISA Affiliate or to which Lead Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding six plan years.

“Periodic Update Schedules” shall mean each of Schedule 1.01(d) (Unrestricted Subsidiaries), 5.06 (Litigation), 5.08(b) (Owned Real Estate), 5.08(c) (Leased Real Estate), 5.09 (Environmental Matters), 5.10 (Insurance (for policies other than primary casualty policies that cover Collateral)), 5.13 (Subsidiaries; Other Equity Investments), 5.17 (Intellectual Property Matters), 5.21(a) (Demand Deposit Accounts), and 7.02 (Investments).

“Perishable Inventory” means inventory consisting of meat (including prepackaged meat), dairy, cheese, seafood, produce, prepared meals, delicatessen, non-artificial floral products and bakery goods and other similar categories of Inventory which have a short shelf life as set forth in the most recent acceptable appraisal of Inventory received by Administrative Agent.

“Permitted Acquisition” means an Acquisition in which all of the following conditions are satisfied:

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(a)    such Acquisition shall have been approved by the board of directors (or similar governing body if such Person is not a corporation) which is the subject of such Acquisition, if required, and such Person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law;

(b)    in the case of any Acquisition involving consideration in an amount greater than $30,000,000, the Lead Borrower shall have furnished the Administrative Agent with ten (10) days’ prior written notice of such intended Acquisition (and in the case of any Acquisition involving consideration less than such amount, notice shall be delivered at the same time as the next Borrowing Base Certificate) and prior to the consummation thereof shall have furnished the Administrative Agent with such other information as the Administrative Agent may reasonably require, all of which shall be reasonably satisfactory to the Administrative Agent;

(c)    except in the case of an Acquisition of distribution centers or Store locations, such Acquisition shall be with respect to an operating company or division or line of business that engages in a line of business substantially similar, reasonably related or incidental to the business that Borrowers are engaged in; and

(d)    as of the date of such Acquisition and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and if the total consideration payable in connection with such Acquisition is $10,000,000 or more or the aggregate total consideration payable in all such Acquisitions in any Fiscal Year is $50,000,000 or more, as of the date of such Acquisition, each of the other Payment Conditions shall also be satisfied.

“Permitted Discretion” shall mean as used in this Agreement with reference to Administrative Agent a determination made in good faith in the exercise of its reasonable business judgment based on how an asset-based lender with similar rights providing a credit facility of the type set forth herein would act in similar circumstances at the time with the information then available to it.

“Permitted Disposition” means any of the following:

(a)    Dispositions of Inventory in the ordinary course of business (which for this purpose does not include any Disposition in connection with a Store closing or sale of a Store location);

(b)    bulk sales of the Inventory of a Loan Party not in the ordinary course of business in connection with Store closings, or any Disposition pursuant to a Store Conversion Transactions (such bulk sales, Store closings and Store Conversion Transactions, being referred to collectively as “Store Closing Transactions”), provided, that,

(i)    in the event that in any Fiscal Year the number of such Store Closing Transactions minus the number of new Store locations opened during the same period (the “Net Store Closings”), would exceed or has exceeded the then Applicable Store Closing Limit, then (A) the Lead Borrower shall give the Administrative Agent fifteen (15) days’ prior written notice of any Store Closing Transactions that would cause the Net Store Closings to exceed the then Applicable Store Closing Limit, (B) except as Administrative Agent may otherwise hereafter agree, prior to the effectiveness of such Store Closing Transactions, Administrative Agent shall have received an additional appraisal of the remaining Inventory after giving effect to such Store Closing Transactions and except as Administrative Agent may otherwise hereafter agree, the Net Recovery Percentage shall be adjusted to reflect the results of such appraisal, and (C) on the date of, and after giving effect to, any such Store Closing Transactions, Excess Availability shall be not less than the greater of (1) twenty percent (20%) of the Loan Cap or (2) prior to the

51

completion of the Distribution, $137,500,000 and from and after completion of the Distribution, $112,500,000,

(ii)    in connection with each Store Closing Transaction, involving ten (10) or more Stores, or in the event that all Store Closing Transactions after the delivery of a Borrowing Base Certificate and prior to the delivery of the next Borrowing Base Certificate have involved ten (10) or more Stores, Administrative Agent shall have received an updated Borrowing Base Certificate that gives effect to such Store Closing Transactions, as the case may be,

(iii)    all Net Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.05 hereof,

(iv)    to the extent that such Disposition pursuant to a Store Conversion Transaction includes a Sale-Leaseback Transaction, each of the conditions in clause (h)(ii) of the definition of the term Permitted Dispositions shall be satisfied with respect thereto, and

(v)    to the extent that such Disposition pursuant to a Store Conversion Transaction is also a Customer Support Transaction, each of the conditions set forth in clause (n) of the definition of the term Permitted Dispositions shall be satisfied with respect thereto;

(c)    non-exclusive licenses or sublicenses of Intellectual Property of a Loan Party or any of its Restricted Subsidiaries in the ordinary course of business or in connection with a Permitted Disposition (other than pursuant to this clause (c));

(d)    licenses for the conduct of licensed departments within the Loan Parties’ Stores in the ordinary course of business;

(e)    Dispositions of Equipment and fixtures in the ordinary course of business that are, in the reasonable, good faith judgment of the Lead Borrower, either (i) no longer useful or necessary in its business or that of a Subsidiary or (ii) replaced (concurrently with, or reasonably promptly following, the Disposition thereof) with property serving a substantially similar or replacement function in the operation of the Business as the property so replaced;

(f)    Dispositions among the Loan Parties or by any Restricted Subsidiary to a Loan Party;

(g)    Dispositions by any Excluded Subsidiary;

(h)    (i) Dispositions of interests in Real Estate that constitute, create, or occur pursuant to Permitted Encumbrances pursuant to clauses (f), (g) and (h) of the definition thereof (but only to the extent thereof), (ii) sales of Real Estate of any Loan Party pursuant to any arrangement, directly or indirectly, with any person whereby it shall sell or transfer such property and thereafter lease back such property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale-Leaseback Transaction”), other than in connection with a Customer Support Transaction or a Store Conversion Transaction; provided, that, (A) the consideration paid to such Loan Party in connection therewith shall be paid contemporaneously with consummation of the transaction (other than consideration received in connection with customary earn-out arrangements in an amount (calculated as of the date of such Disposition as the present value of expected future payments in respect thereof) not to exceed twenty-five percent (25%) (or, if less, the percentage set forth in the Term Loan Agreement) of the aggregate consideration therefor), and shall be in an amount not less than the fair market value of the property disposed of, (B) at any time a Cash Dominion Event exists, subject to the terms of the Term Loan Intercreditor Agreement, the proceeds of such sale are applied to the Obligations

52

in accordance with Section 2.05(e), (C) as of the date of any such sale, and in each case after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (D) other than in connection with any Store location, the Administrative Agent shall have received from each such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Administrative Agent, and (iii) other than in connection with a Customer Support Transaction or Store Conversion Transaction, assignments or terminations of leases, subleases, licenses, and sublicenses of Real Property that, in the reasonable, good faith judgment of a Loan Party are no longer used or useful in the business of any Loan Party or any of their Affiliates or Subsidiaries;

(i)    Dispositions by any Loan Party of Intellectual Property; provided, that, except in connection with a Permitted Disposition permitted under clause (m) below, (i) such Intellectual Property is no longer used or useful in the business of any Loan Party or any of their Affiliates or Subsidiaries, and (ii) such Intellectual Property is not otherwise material to the business of any Loan Party or any of their Affiliates or Subsidiaries in any respect;

(j)    sales of Prescription Files in the ordinary course of business other than in connection with the sale of a Store location where such Prescription Files are maintained or in connection with the sale of other assets (and in any such case, clause (m) below shall be applicable); provided, that, as to any such sale each of the following conditions is satisfied: (i) the aggregate amount of all Prescription Files disposed of pursuant to this clause (j) in any one Fiscal Year multiplied by the appraised value thereof (determined per Prescription File based on the most recent acceptable appraisal received by Administrative Agent) shall not exceed $25,000,000, (ii) as of the date of any such sale and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (iii) without limiting any rights of Administrative Agent, in the case of any such sale involving Prescription Files with an aggregate appraised value of greater than $2,500,000, or after such sales in any Fiscal Year which in the aggregate involve Prescription Files with an aggregate appraised value of greater than $5,000,000, Administrative Agent shall have received an updated Borrowing Base Certificate that gives effect to such sale of Prescription Files, (iv) all Net Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.05 hereof, which Net Proceeds as to any Eligible Prescription Files shall be not less than the amount of the Pharmacy Scripts Availability provided with respect to any such Eligible Prescription Files so disposed of (without giving effect to the advance rate with respect thereto), and (v) if reasonably requested, Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments related to any such sale;

(k)    the NAI Sale;

(l)    the issuance and sale by any Loan Party or Restricted Subsidiary of Equity Interests of such Loan Party or Restricted Subsidiary after the date hereof; provided, that, (i) such Loan Party or Restricted Subsidiary shall not be required to pay any cash dividends or repurchase or redeem such Equity Interests or make any other payments in respect thereof, except as otherwise permitted in Section 7.06, (ii) at any time during a Cash Dominion Period, all of the Net Proceeds of the sale and issuance of such Equity Interests shall be applied to the Obligations (without permanent reduction of the Commitments) to the extent required in accordance with Section 2.05 hereof and (iii) as of the date of such issuance and sale and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (including as a result of any Change of Control);

(m)    Dispositions of assets of Loan Parties not otherwise permitted pursuant to the provisions set forth in this definition, provided, that, as to any such Disposition, each of the following conditions is satisfied:

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(i)    the aggregate net book value of all of the assets subject to all Dispositions by the Lead Borrower and its Restricted Subsidiaries in any Fiscal Year pursuant to this clause (m) do not exceed twenty-five percent (25%) of Total Assets (measured as of the Closing Date after giving effect to the Transactions), as of the date of such Disposition, and after giving effect thereto,

(ii)    the aggregate net book value of all of the assets of Xxxxx Foods, LLC and its Subsidiaries subject to all Dispositions on and after the Closing Date pursuant to this clause (m) do not exceed thirty percent (30%) of the total assets of Xxxxx Foods, LLC and its Subsidiaries (measured as of the Closing Date after giving effect to the Transactions), as of the date of such Disposition, and after giving effect thereto; provided, that, (A) an additional twenty percent (20%) of the aggregate net book value of all of the assets of Xxxxx Foods, LLC and its Subsidiaries (measured as of the Closing Date after giving effect to the Transactions) may be sold pursuant to this clause (m) to the extent such additional Dispositions are in connection with the conversion of Stores to licensee operated stores and (B) promptly after such Dispositions exceed thirty percent (30%) of the total assets as provided above Administrative Agent shall have received an updated appraisal of the Inventory at the expense of Borrowers (which will not be considered for purposes of the limitations set forth in Section 6.10(b)),

(iii)    not less than seventy-five percent (75%) of the total consideration received by the Loan Parties contemporaneously with the consummation of the transaction shall be paid in cash or Cash Equivalents,

(iv)    the consideration paid in connection therewith shall be paid contemporaneously with consummation of the transaction (other than consideration received in connection with customary earn-out arrangements in an amount (calculated as of the date of such Disposition as the present value of expected future payments in respect thereof) not to exceed twenty-five percent (25%) of the aggregate consideration therefor or, if less, the percentage set forth in the Term Loan Agreement) and shall be in an amount not less than the fair market value of the property disposed of,

(v)    such transaction does not involve the Disposition of (A) a minority Equity Interest in any wholly-owned Restricted Subsidiary or (B) any Equity Interests of Xxxxx Foods, LLC;

(vi)    as of the date of such Disposition, and after giving effect thereto, (A) Administrative Agent shall have received an updated Borrowing Base Certificate that gives effect to such Disposition and (B) the Payment Conditions have been satisfied,

(vii)    to the extent that the total consideration paid or payable to the Loan Parties in respect of any such Disposition is less than $20,000,000, and to the extent that the aggregate total consideration paid or payable to the Loan Parties in respect of all such Dispositions made in any Fiscal Year is less than $80,000,000, then none of the conditions set forth in clauses (iii), (iv) and (vi) shall be required to be satisfied (but in any event the assets subject to any such Dispositions shall be considered for purposes of measuring the percentage of Total Assets that have been subject to Dispositions for purposes of clause (ii)),

(viii)    to the extent that clauses (iii), (iv) and (vi) above are not applicable, at any time a Cash Dominion Event exists, subject to the terms of the Term Loan Intercreditor Agreement, the Net Proceeds from any such sale or other Disposition, shall be applied to the Obligations (without permanent reduction of the Commitments) to the extent required in accordance with Section 2.05(e);

(n)    Dispositions by any Loan Party constituting a Customer Support Transaction; provided, that, as of the date of any such Disposition and after giving effect thereto, (i) the aggregate amount of the exposure of the Loan Parties under or pursuant to all Customer Support Transactions (including, without

54

duplication, Customer Support Transactions constituting Permitted Indebtedness, Permitted Investments and Permitted Dispositions) shall not in the aggregate exceed $250,000,000, (ii) no Default or Event of Default shall exist or have occurred and be continuing, (iii) to the extent that such Disposition includes a Sale-Leaseback Transaction, each of the conditions in clause (h)(ii) of the definition of the term Permitted Dispositions shall be satisfied with respect thereto, and (iv) to the extent that such Disposition includes a Store Conversion Transaction, each of the conditions set forth in the definition of the term Store Conversion Transactions and in clause (s) of the definition of Permitted Dispositions shall be satisfied with respect thereto;

(o)    Dispositions pursuant to a Permitted Store Swap Transaction;

(p)    the lease, sublease, license or sublicense of Real Estate owned or leased out by a Loan Party to another Person (other than in connection with a Customer Support Transaction or a Store Conversion Transaction) in the ordinary course of business so long as such Real Estate is (A) no longer used or useful in the business of any Loan Party or any of their Affiliates or Subsidiaries, and (B) is not otherwise material to the business of any Loan Party or any of their Affiliates or Subsidiaries in any respect;

(q)    the Disposition of all or substantially all of the Equity Interests of Xxxxx Foods, LLC or its Subsidiaries other than pursuant to the Pre-Spin Transactions or the Distribution, or of more than the percentage of the total assets of Xxxxx Foods, LLC and its Subsidiaries (measured as of the Closing Date and after giving effect to the Transactions) permitted to be disposed of pursuant to clause (m) of this definition, other than pursuant to the Pre-Spin Transactions or the Distribution, or to the extent that after giving effect to any Disposition of the assets of Xxxxx Foods, LLC or its Subsidiaries, other than pursuant to the Pre-Spin Transactions or the Distribution, the aggregate net book value of all of the assets of Xxxxx Foods, LLC and its Subsidiaries subject to Dispositions on and after the Closing Date exceed or would exceed the percentage of the total assets of Xxxxx Foods, LLC and its Subsidiaries (measured as of the Closing Date and after giving effect to the Transactions) permitted to be disposed of pursuant to this clause (m) of this definition, provided, that, in the case of any of the foregoing, each of the following conditions is satisfied:

(i)    as of the date of such Disposition and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing,

(ii)    after giving effect to such Disposition, using the most recent calculation of the Borrowing Base prior to the date of such Disposition, on a pro forma basis, Excess Availability shall be not less than the greater of (A) twenty-five percent (25%) of the Loan Cap and (B) prior to completion of the Distribution, $187,500,000, and from and after completion of the Distribution, $150,000,000.

(iii)    on a pro forma basis after giving effect to such Disposition, the Consolidated Fixed Charge Coverage Ratio for the immediately preceding thirteen (13) consecutive Fiscal Periods ending on the last day of the Fiscal Period for which Administrative Agent has received financial statements most recently ended prior to the date of such Disposition shall be at least 1.00 to 1.00,

(iv)    on a pro forma basis after giving effect to such Disposition, the Total Leverage Ratio of the Lead Borrower and its Restricted Subsidiaries for the immediately preceding thirteen (13) consecutive Fiscal Periods ending on the last day of the Fiscal Period for which Administrative Agent has received financial statements most recently ended prior to the date of such Disposition shall be not more than 4.25 to 1.00,

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(v)    Administrative Agent shall have received from Lead Borrower projections reasonably satisfactory to Administrative Agent demonstrating that, after giving effect to such Disposition, on a pro forma basis, Excess Availability at the end of each of the thirteen (13) consecutive Fiscal Periods (commencing with the Fiscal Period that begins immediately after such Disposition) shall be not less than the greater of (A) twenty-five percent (25%) of the Loan Cap and (B) prior to completion of the Distribution, $187,500,000, and from and after completion of the Distribution, $150,000,000. and the Consolidated Fixed Charge Coverage Ratio at the end of each of the thirteen (13) consecutive Fiscal Periods (commencing with the Fiscal Period that begins immediately after such Disposition) shall be at least 1.00 to 1.00,

(vi)    Administrative Agent shall have received (A) an updated Borrowing Base Certificate that gives effect to such Disposition, and (B) a certificate in form and substance reasonably satisfactory to Administrative Agent setting forth the calculation of the Consolidated Fixed Charge Coverage Ratio and the Total Leverage Ratio in accordance with the requirements of the provisions above from a Responsible Officer of Lead Borrower setting forth in reasonable detail the basis for such calculations,

(vii)    Administrative Agent shall have received an updated appraisal of the Inventory at the expense of Borrowers (conducted without regard to the assets to be subject to such Disposition and which will not be considered for purposes of the limitations set forth in Section 6.10(b)),

(viii)    not less than seventy-five percent (75%) of the total consideration received by the Loan Parties contemporaneously with the consummation of the Disposition shall be paid in cash or Cash Equivalents, and

(ix)    the consideration paid in connection therewith shall be paid contemporaneously with the consummation of such Disposition (other than consideration received in connection with customary earn-out arrangements (calculated as of the date of such Disposition as the present value of expected future payments in respect thereof) in an amount not to exceed twenty-five percent (25%) of the aggregate consideration therefor, or if less, the percentage set forth in the Term Loan Agreement) and shall be in an amount not less than the fair market value of the property disposed of;

(r)    Dispositions of Securitization Assets pursuant to a Permitted Securitization Facility;

(s)    [reserved]

(t)    in each case to the extent constituting a Disposition, (i) Liens permitted under Section 7.01, (ii) Investments permitted under Section 7.02, (iii) transactions permitted under Section 7.04 and (iv) Restricted Payments permitted by Section 7.06;

(u)    any (i) Disposition or (ii) issuance of Equity Interests of any Loan Party (other than the Lead Borrower) or Restricted Subsidiary, in each case under clause (i) or (ii), constituting a Pre-Spin Transaction, provided, that, in the case of any Pre-Spin Transaction involving the Disposition of assets of a Loan Party included in the Borrowing Base, from and after such time as the aggregate amount of all such assets of all Loan Parties that have been Disposed of, or will be Disposed of after giving effect to any such Disposition (and any Disposition constituting a Pre-Spin Transaction), to a Person that is not a Loan Party would exceed $50,000,000 (the “Pre-Spin Transactions Cap”), (1) prior to the effectiveness of any such Disposition that would cause the Pre-Spin Transactions Cap to be exceeded, Administrative Agent shall have received an updated Borrowing Base Certificate giving effect to all Dispositions of such assets and including for this purpose any such assets that the Lead Borrower reasonably anticipates in good faith will at any time thereafter be disposed of in connection with Pre-Spin Transactions prior to the

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Distribution (and in the event that after the receipt by Administrative Agent of such Borrowing Base Certificate the actual amount of such assets disposed of exceeds the amount reasonably anticipated by the Lead Borrower as set forth in a Borrowing Base Certificate previously delivered to Administrative Agent, the Lead Borrower shall promptly thereafter deliver a further updated Borrowing Base Certificate to reflect such additional Dispositions), (2) on and after the receipt of such Borrowing Base Certificate, the Borrowing Base shall be calculated giving effect to all such Dispositions, including those that the Lead Borrower reasonably anticipates in good faith will occur and whether or not at the time further actions may be required to effectuate such Dispositions, and (3) as of the date of such Disposition and after giving effect thereto, no Cash Dominion Event shall exist (and for this purpose without regard to the requirement as to the three (3) day time period otherwise provided for with respect thereto);

(v)    the Disposition of any Save-A-Lot Retained Interest.

“Permitted Encumbrances” means:

(a)    Liens imposed by law for taxes that are not yet delinquent (or remain payable without penalty) or are being contested in compliance with Section 6.04, provided, that, adequate reserves with respect thereto are maintained on the books of the applicable Loan Party, to the extent required by GAAP;

(b)    carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s and other like Liens imposed by applicable Law, arising in the ordinary course of business and securing obligations that are not delinquent (or remain payable without penalty) or are being contested in compliance with Section 6.04;

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

(d)    deposits of cash to secure the performance of bids, trade and government contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (including to secure liability to insurance carriers);

(e)    Liens in respect of judgments that would not constitute an Event of Default hereunder;

(f)    (i) easements, covenants, conditions, restrictions, building code laws, zoning restrictions, leases, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business and such other minor title defects or survey matters that are disclosed by current surveys (or would have been disclosed by current surveys if the same were obtained), provided, that, in each case, the same does not (A) secure any monetary obligations that is not Permitted Indebtedness, (B) to the extent that the affected property is a Real Estate Collateral Property, materially detract from the value of the affected property, (C) materially detract from the value of the affected property as a going concern in connection with a Loan Party’s business, or (D) materially interfere with the ordinary conduct of business of a Loan Party and (ii) Liens and encumbrances against or upon any property as shown on (A) Schedule B of the title insurance policies insuring the Mortgages, as are reasonably acceptable to the Administrative Agent, or (B) surveys of the Real Estate subject to the Mortgages, as are reasonably acceptable to the Administrative Agent;

(g)    interests or title of lessors, sublessors, licensors or sublicensors under any lease or license otherwise permitted pursuant to this Agreement;

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(h)    Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided, that, (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder;

(i)    Liens on fixed or capital assets acquired or constructed by any Loan Party which secure Indebtedness permitted under clause (c) or (f) of the definition of Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior to or within one hundred eighty (180) days after such acquisition or construction, (ii) the principal amount of the Indebtedness secured thereby does not exceed the greater of (A) the cost of acquisition and construction of such fixed or capital assets (including any shipping and installation costs, if applicable) and (B) the fair market value of such fixed or capital assets and (iii) such Liens shall not extend to any other property or assets of the Loan Parties other than Proceeds of such secured property or assets;

(j)    Liens in favor of the Administrative Agent;

(k)    possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and Permitted Investments, provided, that, such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;

(l)    Liens relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries in the ordinary course of business only to secure customary fees and charges related to the maintenance and operation of accounts maintained with such depository institution or securities intermediaries;

(m)    Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Loan Documents, the consignment of goods to a Loan Party;

(n)    Liens on property (other than ABL Priority Collateral) in existence at the time such property is acquired pursuant to a Permitted Acquisition or on such property of a Subsidiary of a Loan Party in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition; provided, that, such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition and do not attach to any other assets of any Loan Party or any Subsidiary;

(o)    Liens or rights of setoff against credit balances of Borrowers with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrowers in the ordinary course of business, but not Liens on or rights of setoff against any other property or assets of Borrowers, pursuant to the Credit Card Agreements to secure the obligations of Borrowers to such Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks;

(p)    Liens on inventory in favor of customs and revenues authorities imposed by applicable Law arising in the ordinary course of business in connection with the importation of goods and securing obligations not secured by deposits permitted pursuant to paragraph (d) above, (i) that are being contested in good faith by appropriate proceedings, (ii) as to which the applicable Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) which contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;

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(q)    security interests in Securitization Assets to secure Indebtedness arising under a Permitted Securitization Facility (including any related filings of financing statements) but only to the extent that any such security interest relates to the applicable Securitization Assets actually sold or otherwise financed pursuant to such transaction and provided that such security interests shall be released and terminated as to any Securitization Assets upon the repurchase or reconveyance of such assets to a Loan Party;

(r)    Liens in favor of the Term Loan Agent in and on the assets and properties of the Loan Parties constituting Collateral to secure the Indebtedness permitted under clause (i) of the definition of Permitted Indebtedness; provided, that, such Liens are at all times subject to the terms of the Term Loan Intercreditor Agreement;

(s)    Leases and licenses constituting Permitted Dispositions;

(t)    Liens to secure Refinancing Indebtedness to the extent such Liens are permitted under the definition of the term “Refinancing Indebtedness”;

(u)    other Liens (i) on assets (other than ABL Priority Collateral and Term Loan Priority Collateral) to secure obligations permitted hereunder that do not exceed $30,000,000 at any time outstanding and (ii) on assets constituting Term Loan Priority Collateral to secure obligations permitted hereunder that do not exceed $5,000,000 at any time outstanding;

(v)    Liens on Save-A-Lot Assets and Save-A-Lot Equity Interests to the extent securing obligations that will not constitute Indebtedness of the Lead Borrower and its Subsidiaries after giving effect to the Distribution and arising substantially concurrently with and subject to the consummation of the Distribution

(w)    Liens on any amounts held by a trustee or escrow agent in connection with any indenture or other debt agreement not prohibited hereunder issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement not prohibited hereunder pursuant to customary discharge, redemption or defeasance provisions;

(x)    Liens (i) on Equity Interests in joint ventures (A) securing obligations of such joint venture or (B) pursuant to the relevant joint venture agreement or arrangement and (ii) on Equity Interests in Unrestricted Subsidiaries.

“Permitted Indebtedness” means each of the following so long as no Default or Event of Default exists or would arise from the incurrence thereof:

(a)    Indebtedness outstanding on the date hereof and listed on Schedule 7.03;

(b)    (i) Indebtedness of any Loan Party or a Restricted Subsidiary to any other Loan Party or (ii) Indebtedness or other obligations of any Loan Party or any Restricted Subsidiary to any Restricted Subsidiary that is not a Loan Party arising in the ordinary course of their respective businesses pursuant to the cash concentration and disbursement practices of the Lead Borrower and its Subsidiaries as conducted on the date hereof, provided, that, as to such Indebtedness or other obligations of a Loan Party to a Restricted Subsidiary that it not a Loan Party, (A) such Indebtedness or other obligation is unsecured and will be subordinated in right of payment to the payment in full of the Obligations on terms and conditions reasonably satisfactory to Administrative Agent pursuant to a subordination agreement to be delivered to Administrative Agent in accordance with Schedule 6.21, (B) repayments of such Indebtedness or other obligations shall be permitted in the ordinary course of their businesses consistent with and pursuant to

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the cash concentration and disbursement practices of the Lead Borrower and its Subsidiaries as conducted on the date hereof, so long as no Specified Event of Default exists or has occurred and so long as no Event of Default under Section 8.01(b) as a result of the failure to comply with Section 7.15 exists or has occurred and is continuing, and (C) Lead Borrower shall cause the Restricted Subsidiary that is not a Loan Party not to exercise any legal remedies to enforce any of the Indebtedness or other obligations owed to it;

(c)    without duplication of Indebtedness described in clause (f) of this definition, purchase money Indebtedness of any Loan Party incurred after the Closing Date to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and Synthetic Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, any earn-out obligations that constitute Indebtedness incurred in a transaction permitted hereunder and any Refinancing Indebtedness with respect thereto; provided, that, (i) the aggregate principal amount of Indebtedness permitted by this clause (c), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (f) of this definition, shall not exceed $300,000,000 at any time outstanding, and in any event the incurrence of such Indebtedness permitted by this clause (c), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (f) of this definition, in any Fiscal Year (commencing with the Fiscal Year in which the Closing Date occurs) shall not exceed $100,000,000, and (ii) other than in case of a Store location, if reasonably requested by the Administrative Agent with respect to any Indebtedness secured by a Lien on Real Estate at which ABL Priority Collateral is located or a Lien on other assets where Administrative Agent may require access and use to realize on ABL Priority Collateral, the Loan Parties shall use commercially reasonable efforts to cause the holders of such Indebtedness to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Administrative Agent;

(d)    obligations (contingent or otherwise) of any Loan Party or any Subsidiary thereof existing or arising under any Swap Contract, provided, that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates or commodity prices, and not for purposes of speculation or taking a “market view;” and (ii) the aggregate Swap Termination Value of all such Swap Contracts, excluding Swap Contracts entered into to mitigate risks associated with fluctuations in the interest rate payable under the Term Loan Facility, shall not exceed $25,000,000 at any time outstanding;

(e)    contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business;

(f)    Indebtedness incurred after the Closing Date for the construction or acquisition or improvement of, or to finance or to refinance the construction, acquisition or improvement of, any Real Estate owned by any Loan Party (including therein any Indebtedness incurred in connection with Sale-Leaseback Transactions permitted hereunder), provided, that, (i) all Net Proceeds received in connection with any such Indebtedness incurred in connection with a Sale-Leaseback Transaction shall be applied to the Obligations (without permanent reduction of the Commitments) to the extent required under Section 2.05(e), (ii) other than in the case of a Store location, if there is ABL Priority Collateral at such Real Estate or other assets that Administrative Agent may require the access and use of to realize on ABL Priority Collateral, the Loan Parties shall use commercially reasonable efforts to cause the holders of such Indebtedness (or in the case of a Sale-Leaseback Transactions, the lessors under any Sale-Leaseback Transactions) to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Administrative Agent and (iii) the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (c) of this definition, shall not exceed $300,000,000 at any time outstanding, and in any event the incurrence of such Indebtedness permitted by this clause (f), when combined with the aggregate principal

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amount of all Indebtedness incurred pursuant to clause (c) of this definition, in any Fiscal Year (commencing with the Fiscal Year in which the Closing Date occurs) shall not exceed $100,000,000;

(g)    Indebtedness of any Person that becomes a Subsidiary of a Loan Party in a Permitted Acquisition, which Indebtedness is existing at the time such Person becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of a Loan Party);

(h)    the Obligations;

(i)    Indebtedness under the Term Loan Documents in an aggregate outstanding principal amount not to exceed $1,500,000,000 (plus up to an aggregate additional amount of $500,000,000 to the extent that Lead Borrower exercises its right to obtain additional term loans from lenders under the Term Loan Documents in accordance with the terms applicable thereto, provided, that, in the event that the aggregate additional amount exceeds $250,000,000, as to any such additional loans in excess of $250,000,000, (i) the representations, warranties, covenants and events of default applicable to such additional loans shall be identical to those of the other loans under the Term Loan Agreement and to the extent not consistent with such representations, warranties, covenants and events of default shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any additional loans shall be no earlier than the maturity date under the Term Loan Agreement as in effect on the date of Amendment No. 3, (iii) the average life to maturity of the additional loans shall be no shorter than the remaining average life to maturity of the loans under the Term Loan Agreement outstanding as of the date of Amendment No. 3, (iv) at the time of and immediately after the giving effect to the additional loans, no Default or Event of Default shall have occurred and be continuing, and Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of Lead Borrower, (v) the Lead Borrower’s Total Secured Leverage Ratio (as such term is defined in the Term Loan Agreement as in effect on the date of Amendment No. 3 or as subsequently amended with the approval of the Administrative Agent) shall not exceed (A) prior to completion of the Distribution, 2.50 to 1.00 and (B) from and after completion of the Distribution, 3.50 to 1.00, in each case, on a pro forma basis after giving effect to such additional loans and the use of proceeds thereof and the Administrative Agent shall have received a certificate to that effect showing such calculations in reasonable detail dated such date and executed by a Responsible Officer of Lead Borrower, and (vi) the terms of the additional loans shall not modify (or have the effect of a modification of) the prepayment provisions of the Term Loan Agreement that require mandatory prepayments in a manner that increases the amount of such required prepayments (as a percentage of the total amount of term loans) or frequency of such required prepayments, or requires additional mandatory prepayments during the term of this Agreement or changes to earlier dates any scheduled dates for the payment of principal or interest with respect to the Indebtedness under the Term Loan Documents);

(j)    Indebtedness of any Loan Party pursuant to Customer Support Transactions; provided, that, as of the date of Incurring such Indebtedness and after giving effect thereto, (i) the aggregate amount of the exposure of the Loan Parties under or pursuant to all Customer Support Transactions (including, without duplication, Customer Support Transactions constituting Permitted Indebtedness, Permitted Investments and Permitted Dispositions) shall not exceed $250,000,000, (ii) the aggregate amount of the exposure under any one of the types of transactions described in clauses (a), (b), (c) or (e) of the definition of the term Customer Support Transactions shall not exceed $150,000,000 at any time outstanding, and (iii) no Default or Event of Default shall exist or have occurred and be continuing;

(k)    Indebtedness incurred after the Closing Date and not otherwise specifically described in this definition so long as each of the following conditions is satisfied: (i) as of the date of such Indebtedness and after giving effect thereto, each of the Payment Conditions is satisfied, (ii) such

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Indebtedness shall have a maturity date that is at least ninety-one (91) days after the Maturity Date, and shall not include covenants, defaults and remedy provisions that are more restrictive in any material respect to the Lead Borrower and its Restricted Subsidiaries than the Term Loan Facility taken as a whole, (iii) such Indebtedness shall not have scheduled amortization payments in excess of one percent (1%) of the principal amount thereof in any Fiscal Year, (iv) if such Indebtedness is subordinated to any other Indebtedness of any Loan Party or its Restricted Subsidiaries it will be subordinated in right of payment to the Obligations on terms and conditions no less favorable to the Administrative Agent and Lenders than the most favorable terms and conditions in favor of any other holder of Indebtedness (and if such Indebtedness is owed to a seller of assets to the Lead Borrower or any other Loan Party, then it shall be required to be subordinated in right of payment and shall be subordinated on terms and conditions reasonably satisfactory to the Administrative Agent), (v) any such Indebtedness shall only be secured by Liens permitted hereunder, and in any event, any such Indebtedness (or any portion thereof) shall not be secured by a Lien on the ABL Priority Collateral (except to the extent permitted hereunder), (vi) Administrative Agent shall have received ten (10) Business Days’ prior written notice of such Indebtedness and, (vii) Administrative Agent shall have received such other information related to such Indebtedness as the Administrative Agent may reasonably require;

(l)    Indebtedness of any Receivables Financing Subsidiary under a Permitted Securitization Facility that is non-recourse to any Loan Party or Restricted Subsidiary or their respective assets other than pursuant to the Standard Securitization Undertakings and does not otherwise subject any assets of any Loan Party or Restricted Subsidiary (other than the Securitization Assets), directly or indirectly, contingently or otherwise, to any Lien to secure the satisfaction thereof, provided, that, the aggregate amount of such Indebtedness shall not exceed $200,000,000 at any time outstanding;

(m)    Indebtedness of the Lead Borrower and the Restricted Subsidiaries for customary indemnification, purchase price adjustments, earn-outs or similar obligations (for the avoidance of doubt, excluding debt for borrowed money and seller notes) in each case in respect of the purchase price or other similar adjustments incurred in connection with a Permitted Acquisition or Permitted Disposition;

(n)    Indebtedness constituting Refinancing Indebtedness;

(o)    Indebtedness of a Loan Party as an account party in respect of letters of credit issued pursuant to a Commercial LC Facility, provided, that, in no event shall the aggregate amount of all such Indebtedness in respect of all Commercial LC Facilities exceed $15,000,000 at any time outstanding;

(p)    other Indebtedness of the Lead Borrower and the Restricted Subsidiaries in an aggregate principal amount for all such Persons not to exceed $30,000,000 at any time outstanding;

(q)    until the termination of the Spin Period, the Save-A-Lot Debt, provided, that, either (i) upon or immediately prior to the Distribution, the proceeds of the Save-A-Lot Debt shall be used to make the SUPERVALU Payment or (ii) in the event that the Distribution does not occur, then on or prior to the termination of the Spin Period, the proceeds of the Save-A-Lot Debt shall be used to repay the Save-A-Lot Debt; and

(r)    Indebtedness in an aggregate outstanding principal amount not to exceed $5,000,000 issued by the Lead Borrower or any Restricted Subsidiary to current or former officers, directors or employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Lead Borrower permitted by Section 7.06.

“Permitted Investments” means each of the following so long as no Default or Event of Default exists or would arise from the making of such Investment:

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(a)    readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than three hundred sixty (360) days from the date of acquisition thereof; provided, that, the full faith and credit of the United States is pledged in support thereof;

(b)    commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Xxxxx’x or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof;

(c)    time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (b) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof;

(d)    fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above or with any primary dealer and having a market value at the time that such repurchase agreement is entered into of not less than one hundred percent (100%) of the repurchase obligation of such counterparty entity with whom such repurchase agreement has been entered into;

(e)    Investments, classified in accordance with GAAP as current assets of the Loan Parties, in any money market fund, mutual fund, or other investment companies that are registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either Xxxxx’x or S&P, and which invest solely in one or more of the types of securities described in clauses (a) through (d) above;

(f)    Investments described on Schedule 7.02 (and in the case of Investments covered by the investment policy of Lead Borrower included in Schedule 7.02, Investments of such type), but not any additional payments to increase the amount thereof or other modification of the terms thereof that increases the obligations or liabilities of any Loan Party, except to increase the scheduled Investments or for other modifications of the terms thereof that increase the obligations or liabilities of any Loan Party if (i) such increase in any case would be permitted pursuant to clause (o) of this definition or (ii) otherwise, such increases in the aggregate do not exceed $10,000,000 in any Fiscal Year;

(g)    (i) Investments by any Loan Party or its Restricted Subsidiaries in their respective Restricted Subsidiaries outstanding on the date of Amendment No. 3, (ii) Investments by any Loan Party or its Restricted Subsidiaries in Loan Parties, (iii) Investments by Restricted Subsidiaries of the Loan Parties that are not Loan Parties in other Subsidiaries that are not Loan Parties, (iv) additional Investments consisting of loans or advances made by an Insurance Captive to the Lead Borrower or any Subsidiary (provided that any Indebtedness and other obligations of the Lead Borrower or such Subsidiary to an Insurance Captive incurred after the date of Amendment No. 3 shall be subordinated in right of payment to the Obligations and otherwise subject to a subordination agreement in form and substance reasonably satisfactory to Administrative Agent), or the purchase of any real or personal property from the Lead Borrower or any Subsidiary (provided, that, such purchase is pursuant to a Permitted Disposition or does not include any ABL Priority Collateral), (v) Investments by any Loan Party or Subsidiary in its

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Subsidiary made to enable such Subsidiary to make an Investment described in clauses (k), (l), (m) and (o) of this definition, (vi) Investments consisting of the contribution of intercompany receivables owed to the Lead Borrower or any Subsidiary to the Subsidiary obligated on such intercompany receivable (directly or through one or more other Subsidiaries that own such obligated Subsidiary), provided, that, as of the date of any such contribution and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (vii) the creation of any Subsidiary and the Investment of intercompany receivables in any Subsidiary, provided that the aggregate amount of intercompany receivables invested pursuant to this clause (vii) at any one time outstanding will not exceed $10,000,000 and (viii) additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (determined without regard to any write downs or write offs of such Investments), provided, that, in the case of clause (viii) above as of the date of such Investment and after giving effect thereto, each of the Payment Conditions shall be satisfied;

(h)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(i)    Investments by any Loan Party in Swap Contracts entered into in the ordinary course of business and for bona fide business (and not speculative) purposes to protect against fluctuations in interest rates in respect of the Obligations or other Permitted Indebtedness or fluctuations in commodity prices;

(j)    Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(k)    advances to officers, directors and employees of the Loan Parties and their Subsidiaries in the ordinary course of business in an amount not to exceed $1,000,000 to any individual at any time or in an aggregate amount not to exceed $2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(l)    Investments constituting Permitted Acquisitions, a Permitted Store Swap Transaction or a Store Conversion Transaction;

(m)    Investments under or pursuant to Customer Support Transactions; provided, that, (i) as of the date of any such Investment and after giving effect thereto, the aggregate amount of the exposure of the Loan Parties under or pursuant to all Customer Support Transactions (including, without duplication, Customer Support Transactions constituting Permitted Indebtedness, Permitted Investments and Permitted Dispositions) shall not exceed $250,000,000, (ii) the aggregate amount of the exposure of the Loan Parties under any one of the types of transactions described in clauses (a), (b), (c) or (e) of the definition of the term Customer Support Transactions shall not exceed $150,000,000, (iii) as of the date of such transaction and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (iv) Administrative Agent shall have received (A) with respect to any such loan in an amount equal to or greater than $5,000,000, not less than two (2) Business Days’ prior written notice thereof setting forth in reasonable detail the nature and terms thereof, (B) true, correct and complete copies of all agreements, documents and instruments relating thereto and (C) such other information with respect thereto as Administrative Agent may reasonably request, including a report once each month on the outstanding balance of all such Permitted Investments and including the then outstanding amount of the existing loans and advances by Loan Parties and Restricted Subsidiaries to third parties pursuant to this clause (m);

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(n)    Guarantees constituting Permitted Indebtedness;

(o)    other Investments not otherwise provided for in this definition, provided, that, (i) as of the date of any such Investment and after giving effect thereto, each of the Payment Conditions is satisfied, and (ii) upon its reasonable request, Administrative Agent shall have received (A) with respect to any such Investment in an amount equal to or greater than $10,000,000, not less than two (2) Business Days’ prior written notice thereof setting forth in reasonable detail the nature and terms thereof, (B) true, correct and complete copies of all agreements, documents and instruments relating thereto and (C) such other information with respect thereto as Administrative Agent may reasonably request;

provided, that, notwithstanding the foregoing, after the occurrence and during the continuance of a Cash Dominion Event, no Investments in cash or Investments permitted pursuant to clauses (a) through (e), or the equivalents thereof described in the investment policy referred to in clause (f) of this definition (such Investments, collectively, “Cash Equivalents”) or additional Investments in the form of cash or Cash Equivalents pursuant to clause (o), in each case shall be permitted, unless no Loans are then outstanding, except that notwithstanding that any Loans are outstanding at any time a Cash Dominion Event exists, the Lead Borrower and its Restricted Subsidiaries may from time to time in the ordinary course of business consistent with their current practices as of the date hereof make deposits of cash or other immediately available funds with proceeds of Loans in operating demand deposit accounts used for disbursements to the extent required to provide funds for amounts drawn or anticipated to be drawn shortly on such accounts and such funds may be held in Cash Equivalents consisting of overnight investments until so drawn (so long as (i) such funds and Cash Equivalents are not held more than two (2) Business Days from the date of the initial deposit thereof and (ii) such Investments are pledged to the Administrative Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably required by the Administrative Agent);

(p)    any Investment consisting of the Pre-Spin Transactions or the Separation, provided, that, in the case of any such Investment consisting of Pre-Spin Transactions involving the Disposition of assets of a Loan Party included in the Borrowing Base, from and after such time as the aggregate amount of all such assets of all Loan Parties that have been Disposed of, or will be Disposed of after giving effect to any such Disposition (and any Disposition constituting a Pre-Spin Transaction), to a Person that is not a Loan Party would exceed the Pre-Spin Transactions Cap, (1) prior to the effectiveness of any such Investment that would cause the Pre-Spin Transactions Cap to be exceeded, Administrative Agent shall have received an updated Borrowing Base Certificate giving effect to all Dispositions of such assets and including for this purpose any such assets that the Lead Borrower reasonably anticipates in good faith will at any time thereafter be disposed of in connection with Pre-Spin Transactions prior to the Distribution (and in the event that after the receipt by Administrative Agent of such Borrowing Base Certificate the actual amount of such assets disposed of exceeds the amount reasonably anticipated by the Lead Borrower as set forth in a Borrowing Base Certificate previously delivered to Administrative Agent, the Lead Borrower shall promptly deliver a further updated Borrowing Base Certificate to reflect such additional Dispositions), (2) on and after the receipt of such Borrowing Base Certificate, the Borrowing Base shall be calculated giving effect to all such Dispositions, including those that the Lead Borrower reasonably anticipates in good faith will occur and whether or not at the time further actions may be required to effectuate such Dispositions, and (3) as of the date of such Disposition and after giving effect thereto, no Cash Dominion Event shall exist (and for this purpose without regard to the three (3) day time period otherwise required with respect thereto);

(q)    any Save-A-Lot Retained Interest;

(r)    (i) any Investment made with the Net Cash Proceeds from any Save-A-Lot Retained Interest not required to be applied to repay the Term Loan Debt or reinvested pursuant to the Term Loan

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Agreement (as in effect on the date of Amendment No. 3 or as thereafter amended with or without the approval of the Administrative Agent) and not required to be applied to repay any of the Obligations under Section 2.05 hereof, and (ii) any Investment constituting a reinvestment of the Net Cash Proceeds of any Save-A-Lot Retained Interest that is required under the Term Loan Agreement (as in effect on the date of Amendment No. 3 or as thereafter amended with or without the approval of the Administrative Agent) so that such Net Cash Proceeds are not required to repay the Term Loan Debt; and

(s)    in the event that any Net Cash Proceeds from the Disposition of any Save-A-Lot Retained Interest are required to be applied to repay any of the Obligations under Section 2.05 hereof, any Investment thereafter, provided, that, (i) the aggregate amount of all such Investments, together with the aggregate amount of all Restricted Payments under Section 7.06(f) and the aggregate amount of all prepayments of Indebtedness under Section 7.07(i), shall not exceed the aggregate amount of such Net Cash Proceeds applied to the Obligations as of the date of any such Investment, (ii) as of the date of any such Investment and after giving effect thereto, no Cash Dominion Event shall exist (and for this purpose without regard to the requirement as to the three (3) day time period otherwise provided for with respect thereto) and (iii) as of the date of any such Investment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing.

(t)    “Permitted Overadvance” means an Overadvance made by the Administrative Agent, in its discretion, which:

(a)    is made to maintain, protect or preserve the Collateral and/or the Credit Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Credit Parties; or

(b)    is made to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation; or

(c)    is made to pay any other amount chargeable to any Loan Party hereunder; and

(d)    together with all other Permitted Overadvances then outstanding, shall not (i) exceed at any time the lesser of (A) $100,000,000 and (B) ten percent (10%) of the Aggregate Commitments, or (ii) unless a Liquidation is occurring, remain outstanding for more than forty-five (45) consecutive Business Days, unless in each case, the Required Lenders otherwise agree;

provided, that, (i) the foregoing shall not (A) modify or abrogate any of the provisions of Section 2.03 regarding the Lender’s obligations with respect to Letters of Credit, or (B) result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances and such Unintentional Overadvances shall not reduce the amount of Permitted Overadvances allowed hereunder, (ii) in no event shall the Administrative Agent make an Overadvance, if after giving effect thereto, the principal amount of the Credit Extensions would exceed the Aggregate Commitments (as in effect immediately prior to any termination of the Commitments pursuant to Section 2.06 hereof) and (iii) the right of the Administrative Agent to make Permitted Overadvances under clauses (a) and (b) above may be revoked upon the receipt by Administrative Agent of written notice from the Supermajority Lenders.

“Permitted Securitization Facility” means a receivables financing pursuant to agreements and documents in form and substance reasonably satisfactory to the Administrative Agent in which (a) a Loan Party sells Securitization Assets to a Receivables Financing Subsidiary in a manner that legally isolates the Securitization Assets from such Loan Party (such that the transferred assets would not be included in the estate of such Loan Party in a bankruptcy, receivership or other insolvency proceeding of such Loan Party) and (b) the Receivables Financing Subsidiary finances its acquisition of such transferred assets by

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selling an interest in such transferred assets to a person that is not a Subsidiary or Affiliate of a Loan Party or borrows from such person and secures such borrowings by a pledge of such receivables, provided, that,

(i)    no portion of any Indebtedness or other obligations (contingent or otherwise) of the Receivables Financing Subsidiary is guaranteed by a Loan Party, other than to the extent of the Standard Securitization Undertakings made by such Loan Party,

(ii)    any such Indebtedness or other obligations (contingent or otherwise) of the Receivables Financing Subsidiary is non-recourse to any Loan Party and does not otherwise give rise to any obligations of any Loan Party other than pursuant to Standard Securitization Undertakings and does not subject any assets of the Loan Parties other than Securitization Assets to any Lien to secure the satisfaction of the obligations arising under the financing,

(iii)    the Loan Parties do not have any ongoing obligation to maintain or preserve the financial condition of the Receivables Financing Subsidiary or cause the Receivables Financing Subsidiary to achieve certain levels of operation results,

(iv)    such sales of the Securitization Assets will cease upon a written notice by Administrative Agent to the agent under a Permitted Securitization Facility and Lead Borrower of an Event of Default,

(v)    Loan Parties shall receive fair value in the form of cash and other consideration for such Securitization Assets, and

(vi)    Administrative Agent shall have received an intercreditor or similar agreement with the purchasers of the interest in the Securitization Assets from the Receivables Financing Subsidiary or the lenders to the Receivables Financing Subsidiary, or their agent, in form and substance reasonably satisfactory to the Administrative Agent, duly authorized, executed and delivered by such parties.

“Permitted Store Swap Transaction” means the transfer by a Loan Party of ownership of a Store or Stores to an unaffiliated third party in an arm’s length transaction in the ordinary course of business in exchange for the transfer to such Loan Party of a retail store or stores (and the related assets, including real property, fixtures, equipment, inventory and other property related thereto) owned and operated by such third party; provided, that, as to any such exchange, (a) the value of the Store or Stores transferred by such Loan Party shall be reasonably equivalent to the value of the store or stores (and related assets) transferred to it, (b) the transfer of such assets by the Loan Party to such third party and by such third party to such Loan Party shall be substantially contemporaneous, (c) the aggregate number of such Stores transferred to unaffiliated third parties by the Loan Parties in any Fiscal Year pursuant to such exchanges shall not exceed twenty (20), except as Administrative Agent may otherwise agree in the exercise of its Permitted Discretion, and (d) as of the date of any such transaction, and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing.

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

“Pharmacy Receivables” means as to each Borrower, all present and future rights of such Borrower to payment from a Third Party Payor arising from the sale of prescription drugs by such Borrower (it being understood that the portion of the purchase price for such prescription drugs payable by the purchaser of such prescription drugs or any Person other than a Third Party Payor shall not be deemed to be a Pharmacy Receivable).

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“Pharmacy Scripts Availability” means the lesser of: (a) eighty-five percent (85%) of the product of (i) the average per Prescription File “net orderly liquidation value” of Eligible Prescription Files based on the most recent acceptable appraisal thereof received by Administrative Agent in accordance with the requirements of this Agreement, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets, multiplied by (ii) the number of Eligible Prescription Files, or (b) the amount equal to twenty-five percent (25%) of the Borrowing Base (determined without regard to the limitation in this clause (b) or the limitation in clause (f)(ii) of the definition of “Borrowing Base”).

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Lead Borrower or, with respect to any such plan that is subject to Section 412 or 430 of the Code or Section 302 or 303 Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning set forth in Section 6.02.

“Prepayment Event” means any of the following occurring after a Cash Dominion Event and for so long as the same is continuing:

(a)    any Disposition (including pursuant to a Sale-Leaseback Transaction) of any property or asset of a Loan Party, provided, that, in no event shall (i) proceeds of any transaction made as part of the Pre-Spin Transactions, the Separation or the Distribution or (ii) proceeds of any Disposition of the Save-A-Lot Retained Interest to the extent required to repay the Term Loan Debt or be reinvested pursuant to the Term Loan Agreement (in each case as in effect on the date of Amendment No. 3 or as thereafter amended with or without the approval of the Administrative Agent), in each case, be required to prepay any of the Obligations under Section 2.05 hereof;

(b)    the issuance by a Loan Party of any Equity Interests, other than any such issuance of Equity Interests (i) to a Loan Party, (ii) as consideration for a Permitted Acquisition, (iii) as a compensatory issuance to any employee, director, or consultant (including under any option plan) or (iv) made as part of the Pre-Spin Transactions, the Separation or the Distribution;

(c)    the incurrence by a Loan Party of any Indebtedness for borrowed money other than Permitted Indebtedness;

(d)    the receipt by any Loan Party of any other cash receipts as provided in Section 6.13.

“Prescription Files” means, as to each Borrower, all of such Borrower’s now owned or hereafter existing or acquired retail customer files with respect to prescriptions for retail customers and other medical information related thereto, maintained by the retail pharmacies of Borrowers, wherever located.

“Pre-Spin Transactions Cap” has the meaning set forth in clause (u) of the definition of the term “Permitted Dispositions.”

“Pre-Spin Transactions” shall mean, individually and collectively, the following transactions, to the extent reasonably determined by the Lead Borrower to be necessary to effectuate the Separation and Distribution during the Spin Period:

(a)    Dispositions of any Save-A-Lot Assets of the Lead Borrower or any of its Subsidiaries or any Save-A-Lot Equity Interests, in each case, to the Lead Borrower or any of its Subsidiaries,

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(b)    any dividend or distribution by any Subsidiary of the Lead Borrower of any Save-A-Lot Assets or Save-A-Lot Equity Interests to the Lead Borrower or any Subsidiary of the Lead Borrower,

(c)    any contribution of Save-A-Lot Assets or Save-A-Lot Equity Interests by the Lead Borrower or any of its Subsidiaries to any Subsidiary of the Lead Borrower or any acquisition of Save-A-Lot Assets or Save-A-Lot Equity Interests by the Lead Borrower or any Subsidiary of the Lead Borrower,

(d)    any Disposition by the Lead Borrower or any of its Subsidiaries of up to one hundred percent (100%) of the nonvoting preferred Equity Interests (if any) of any Save-A-Lot Subsidiary,

(e)    until the termination of the Spin Period,

(i)    the incurrence by any Save-A-Lot Subsidiary, Xxxxx Foods, LLC and/or one or more of their respective Subsidiaries of Indebtedness (A) the proceeds of which are at all times maintained in a deposit account of the Lead Borrower or a Restricted Subsidiary and used exclusively to make the SUPERVALU Payment or to prepay or mandatorily redeem the Save-A-Lot Debt in full pursuant to the following clause (C), (B) that is not recourse to any other Person (except as provided in clause (iii) below) and (C) is subject to prepayment in full or mandatory redemption in full to the extent the Distribution does not occur on or prior to the termination of the Spin Period (the “Save-A-Lot Debt”),

(ii)    Liens on any Save-A-Lot Assets and Save-A-Lot Equity Interests arising substantially concurrently with the consummation of the Distribution, and

(iii)    Guarantees of (A) interest (but not any other amounts) in respect of the Save-A-Lot Debt by the Lead Borrower (which Guarantee shall terminate and be released no later than the termination of the Spin Period) and/or (B) the Save-A-Lot Debt by any Save-A-Lot Subsidiary, Xxxxx Foods, LLC or any of their respective Subsidiaries,

(f)    the repayment by any Save-A-Lot Subsidiary, Xxxxx Foods, LLC or any of their respective Subsidiaries of any intercompany indebtedness owed to the Lead Borrower or any of its other Subsidiaries,

(g)    the assumption of liabilities of the Lead Borrower or any of its Subsidiaries by any Save-A-Lot Subsidiary, Xxxxx Foods, LLC and/or one or more of their respective Subsidiaries,

(h)    the SUPERVALU Payment, and

(i)    any related intercompany transactions that the Lead Borrower, in good faith, reasonably determines to be necessary to effectuate the Separation and Distribution.

“Pre-Spin Transactions Expenses” shall mean all fees, costs, losses, charges and expenses incurred by the Lead Borrower and its Restricted Subsidiaries in connection with the Pre-Spin Transactions, the Separation and/or the Distribution, including employee severance expenses associated therewith, legal, advisory, tax, accounting and other professionals fees and expenses incurred in connection therewith, financing and other fees incurred in connection therewith and the amendment of this Agreement and the Term Loan Agreement, recruitment and search expenses associated therewith, information technology investments, licenses and consents related thereto, listing fees, corporate expenses incurred in connection therewith other than personnel expenses, employee retention plan expenses associated therewith, litigation contingency and legal reserves related thereto and environmental expenses incurred in connection therewith.

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“Provision for Taxes” means an amount equal to all Consolidated taxes imposed on or measured by net income, whether federal, state, provincial, county or local, and whether foreign or domestic, that are paid or payable by any Person in respect of any period in accordance with GAAP.

“PSA” means the Packers and Stockyard Act of 1921, 7 U.S.C. Section 181 et. seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

“Public Lender” has the meaning set forth in Section 6.02.

“Quarterly Average Excess Availability” shall mean, as of any date of determination, with respect to any Fiscal Quarter, an amount equal to the sum of the actual amount of Excess Availability on each day during such Fiscal Quarter for such day, divided by the number of days in such Fiscal Quarter, as calculated by the Administrative Agent in accordance with the terms hereof.

“Real Estate” means all right, title, and interest (including any leasehold, fee, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Loan Party, whether by lease, license or other means, and the buildings, structures, parking areas and other improvements thereon, now or hereafter owned by any Loan Party, including all fixtures, easements, hereditaments, appurtenances, rights-of-way and similar rights relating thereto and all leases, tenancies and occupancies thereof now or hereafter owned by any Loan Party.

“Real Estate Collateral Properties” means the Real Estate of the Loan Parties at the sites designated as Material Real Estate Assets on the Applicable Collateral List, excluding, however, Excluded Real Estate Collateral.

“Receivables Financing Subsidiary” means a corporation that (a) is a direct or indirect bankruptcy remote, special purpose entity, (b) satisfies, as of the date of its formation, the special purpose entity criteria published by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. and in effect as of such date, and (c) was created for the sole purpose of acquiring, and whose only assets consist at all times of, Securitization Assets.

“Record Date” shall mean the close of business on the date to be determined by the Board of Directors of the Lead Borrower as the record date for determining holders of shares of common stock of the Lead Borrower entitled to receive shares of common stock of Save-A-Lot Parent pursuant to the Distribution.

“Refinancing Indebtedness” means Indebtedness of any Loan Party arising after the Closing Date issued in exchange for, or the proceeds of which are used to extend, refinance, replace or substitute for other Indebtedness (such extended, refinanced, replaced or substituted Indebtedness, the “Refinanced Obligations”) to the extent permitted hereunder; provided, that:

(a)    the Administrative Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention to incur such Indebtedness, which notice shall set forth in reasonable detail reasonably satisfactory to the Administrative Agent the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with respect thereto as the Administrative Agent may reasonably request;

(b)    promptly upon the Administrative Agent’s reasonable request, the Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, as executed and delivered by the parties thereto;

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(c)    the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Refinanced Obligations (plus interest and premium, if any, thereon and the amount of reasonable refinancing fees and expenses incurred in connection therewith);

(d)    such Indebtedness shall have a final maturity that is no earlier than (i) in the case of Refinanced Obligations that constitute Material Indebtedness, ninety-one (91) days after the Maturity Date, and (ii) in the case of all other Refinanced Obligations, three hundred sixty-four (364) days after the final maturity date of such Refinanced Obligations or, if earlier, ninety (91) days after the Maturity Date;

(e)    such Indebtedness shall have a Weighted Average Life to Maturity not less than the Weighted Average Life to Maturity of the Refinanced Obligations;

(f)    such Indebtedness shall rank in right of payment no more senior than, and be subordinated (if subordinated) to the Obligations on terms no less favorable to the Credit Parties than the Refinanced Obligations;

(g)    as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing;

(h)    if the Refinanced Obligations or any Guarantees thereof are unsecured, such Indebtedness and any Guarantees thereof shall be unsecured;

(i)    if the Refinanced Obligations or any Guarantees thereof are secured, such Indebtedness and any Guarantees thereof shall be secured in all material respects by substantially the same or less collateral as secured such Refinanced Obligations or any Guarantees thereof, on terms no less favorable to the Administrative Agent or the Lenders;

(j)    if the Refinanced Obligations or any Guarantees thereof are secured, the Liens to secure such Indebtedness shall not have a priority more senior than the Liens securing the Refinanced Obligations and if subordinated to any other Liens on such property, shall be subordinated to the Administrative Agent’s Liens on terms and conditions no less favorable;

(k)    if the Refinanced Obligations or any Guarantees thereof are subordinated to any of the Obligations, such Refinancing Indebtedness and any Guarantees thereof shall be subordinated to the Obligations on terms (including intercreditor terms) no less favorable to the Administrative Agent or the Lenders;

(l)    the obligors in respect of the Refinanced Obligations immediately prior to such refinancing, refunding, extending, renewing or replacing thereof shall be the only obligors on such Indebtedness; and

(m)    the terms and conditions (excluding as to pricing, premiums and optional prepayment or redemption provisions) of any such Indebtedness, taken as a whole, are not more restrictive with respect to the Lead Borrower and the Restricted Subsidiaries, as reasonably determined by the Lead Borrower in good faith, than the terms and conditions of the Refinanced Obligations.

“Register” has the meaning set forth in Section 10.06(c).

“Registered Public Accounting Firm” has the meaning specified by the Securities Laws and shall be independent of the Lead Borrower and its Subsidiaries as prescribed by the Securities Laws.

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

“Related Real Estate Collateral” means all Equipment now or hereafter owned by Lead Borrower or any Loan Party located on any Material Real Estate Asset or any Material Related Collateral Location.

“Related Real Estate Collateral Security Agreement” means a Personal Property Security Agreement executed by a Loan Party in favor of Administrative Agent with respect to Related Real Estate Collateral.

“Release” shall have the meaning assigned to such term in Section 101(22) of CERCLA.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA as in effect as of the Closing Date, other than events for which the thirty (30) day notice period has been waived.

“Reports” has the meaning set forth in Section 9.12(b).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an LC Credit Extension, a Letter of Credit Application and, if required by the applicable LC Issuer, a Letter of Credit Agreement, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lender or Lenders holding more than fifty percent (50%) of the Aggregate Commitments or, if the commitments of the Lenders to make Loans and the obligation of the LC Issuers to make LC Credit Extensions have been terminated pursuant to Section 8.02, at least two Lenders holding in the aggregate more than fifty percent (50%) of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in LC Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided, that, (a) the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders and (b) at any time that there are two (2) or more unaffiliated Lenders, “Required Lenders” must include at least two (2) unaffiliated Lenders.

“Reserves” means Inventory Reserves and Availability Reserves.

“Responsible Officer” means the chief executive officer, chief financial officer, treasurer, assistant treasurer, vice president of tax or controller of a Loan Party or any of the other individuals designated in writing to the Administrative Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restated Collateral List” means, at any date of determination, the Closing Date Collateral List as modified to reflect all Term Loan Priority Collateral Releases, Term Loan Priority Collateral Substitutions and Term Loan Priority Collateral Additions, as each of such terms is defined in Schedule 6.17, to and including the date of such Restated Collateral List.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person (other than

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dividends and distributions payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the Person paying such dividends or distributions), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent of any thereof), or any holder of an option, warrant or other right to acquire any such dividend or other distribution or payment and any payment of management fees (or other fees of a similar nature) by any Person to any holder of an Equity Interest of any Person or any of its Subsidiaries. Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also include all payments made by such Person to holders of Equity Interests with any proceeds of a dissolution or liquidation of such Person.

“Restricted Subsidiary” means each Subsidiary of Lead Borrower that is not an Unrestricted Subsidiary.

“Retail Inventory” means Inventory located at, or in transit to, any Store.

“S&P” means Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. and any successor thereto.

“Sale-Leaseback Transaction” has the meaning set forth in clause (h) of the definition of the term “Permitted Disposition”.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

“Xxxxxxxx-Xxxxx” means the Xxxxxxxx-Xxxxx Act of 2002.

“Save-A-Lot Assets” means any assets (excluding Equity Interests) used in or otherwise related to the Save-A-Lot Business.

“Save-A-Lot Business” means (a) the business, operations and activities of the Lead Borrower’s hard discount grocery business as reported by the Lead Borrower as its “Save-A-Lot Segment” in its most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed with the SEC (in each case to the extent substantially consistent with the “Save-A-Lot Segment” reported by the Lead Borrower in its most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed with the SEC prior to the date of Amendment No. 3 and with respect to the period following the most recently filed such report through the Effective Time, conducted in a manner substantially consistent with such business as so previously reported, and (b) any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the foregoing as then conducted.

“Save-A-Lot Debt” shall have the meaning assigned to such term in the definition of Pre-Spin Transactions.

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“Save-A-Lot Equity Interests” means any Equity Interests in a Save-A-Lot Subsidiary or any other Subsidiary of the Lead Borrower that will own, as of the date of the consummation of the Distribution, only Save-A-Lot Assets.

“Save-A-Lot Parent” shall mean Save-A-Lot Inc., a Delaware corporation, or any other Save-A-Lot Subsidiary created to own, directly or indirectly, the Save-A-Lot Assets, the Equity Interests in which are intended to be the subject of the Distribution.

“Save-A-Lot Retained Interest” shall mean any Equity Interest retained by the Lead Borrower in Save-A-Lot Parent after giving effect to the consummation of the Distribution.

“Save-A-Lot Subsidiary” shall mean a Subsidiary of the Lead Borrower created for the purpose of effectuating the Pre-Spin Transactions, Separation and/or Distribution (or, in each case, any transaction related thereto); provided, that, such Subsidiary does not own (a) any assets or property other than Save-A-Lot Assets or Save-A-Lot Equity Interests or (b) for a period of more than 60 days either (i) any issued and outstanding voting Equity Interests of Xxxxx Foods, LLC or (ii) any assets or property that would constitute Collateral if such Save-A-Lot Subsidiary were a Loan Party. Save-A-Lot Parent is a Save-A-Lot Subsidiary (for the avoidance of doubt, so long as it satisfies the requirements of this definition).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Xxxxxxxx-Xxxxx, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.

“Securitization Assets” means, collectively, all Accounts which are transferred by a Borrower to a Receivables Financing Subsidiary pursuant to any Permitted Securitization Facility to the extent, and in accordance with, the terms and conditions of such facility; provided, that, (a) the Securitization Assets shall only include Accounts owing by clearly identifiable Account Debtors that are not obligated on Accounts included in the Borrowing Base or Accounts arising from licensing transactions in the ordinary course of business in each case, and whether relating to the Account Debtors or the nature of the transaction, that are capable of being reported separately from Accounts in the Borrowing Base in a manner reasonably satisfactory to Administrative Agent and (b) the proceeds of any such transferred Accounts shall be clearly identifiable and paid to separate DDAs established and exclusively used for the receipt of such proceeds.

“Security Agreement” means the Amended and Restated Security Agreement dated as of the Closing Date among the Loan Parties and the Administrative Agent.

“Security Documents” means, collectively, the following: (a) the Security Agreement, (b) the Intellectual Property Security Agreement, (c) the Blocked Account Agreements, (d) the Mortgages, (e) the Related Real Estate Collateral Security Agreements, (f) the DDA Notifications, (g) the Credit Card Notifications, and (h) each other security agreement or other instrument or document executed and/or delivered to the Administrative Agent pursuant to this Agreement or any other Loan Document granting a Lien to secure any of the Obligations.

“Separation” shall mean the separation of (a) the Save-A-Lot Business from (b) the SVU Business.

“Settlement Date” has the meaning set forth in Section 2.14(a).

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“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of Lead Borrower and its Subsidiaries as of that date determined in accordance with GAAP.

“Shrink” means Inventory which has been lost, misplaced, stolen, spoiled or is otherwise unsaleable or unaccounted for.

“Solvent” and “Solvency” mean, with respect to any Person on a particular date, that on such date (a) at fair valuation, all of the properties and assets of such Person (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification in favor of such Person) are greater than the sum of the liabilities, including contingent liabilities (and including as liabilities for this purpose, at a fair valuation, all obligations of subrogation, contribution or indemnification against such Person), of such Person, (b) the present fair saleable value of the properties and assets of such Person is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged. The amount of all guarantees and other contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual or matured liability.

“Specified Event of Default” means the occurrence of (a) any Event of Default of the type described in Section 8.01(a) or Section 8.01(f) or (b) the exercise by Administrative Agent or any Lender of any of its or their rights or remedies upon an Event of Default.

“Specified Representations” means those representations and warranties set forth in Sections 5.01(a), 5.01(b)(ii) (solely with respect to power and authority), 5.02(a), 5.02(b)(i), 5.02(b)(iv), 5.04, 5.05(a), 5.05(b), 5.05(f), 5.14, 5.19(a), 5.19(b), 5.19(c), 5.20(a), 5.30 and 5.31 of the Agreement.

“Spin Period” means the period (i) commencing on the date of the consent or amendment of the Term Loan Agreement permitting the Pre-Spin Transactions, the Separation and the Distribution and (ii) terminating on the earlier of (A) the Effective Time and (B) the date that is twelve (12) months after the date of the first Pre-Spin Transaction that would not be permitted pursuant to the terms of this Agreement if Amendment No. 3 had not become effective; provided, however, that the Lead Borrower may, for any reason and in its sole discretion, terminate the Spin Period at any time upon not less than three (3) Business Days prior written notice to the Administrative Agent.

“Spot Rate” has the meaning set forth in Section 1.07 hereof.

“Standard Securitization Undertakings” means representations, warranties, covenants, repurchase obligations and indemnities entered into by any Loan Party or any of their Subsidiaries concerning Securitization Assets which are customarily included in securitizations of accounts receivable.

“Standby Letter of Credit” means any letter of credit (as such term is defined in the UCC) that is not a Commercial Letter of Credit and that (a) is used in lieu or in support of performance guaranties or performance, surety or similar bonds (excluding appeal bonds) arising in the ordinary course of business, (b) is used in lieu or in support of stay or appeal bonds, (c) supports the payment of insurance premiums for reasonably necessary casualty insurance carried by any of the Loan Parties, or (d) supports payment or

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performance for identified purchases or exchanges of products or services in the ordinary course of business. A “direct pay” Letter of Credit shall be a Standby Letter of Credit.

“Standby Letter of Credit Agreement” means the Standby Letter of Credit Agreement relating to the issuance of a Standby Letter of Credit in the form from time to time in use by the applicable LC Issuer.

“Stated Amount” means at any time the maximum amount for which a Letter of Credit may be honored.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the FRB to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the FRB). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBO Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Store” means any retail store (which may include any real property, fixtures, equipment, inventory and other property related thereto) operated, to be operated, or formerly operated by any Loan Party, a Person in which any Loan Party holds an Equity Interest or, prior to the Effective Time, a Save-A-Lot licensee.

“Store Closing Transactions” has the meaning set forth in clause (b) of the definition of the term “Permitted Dispositions.”

“Store Conversion Transaction” means either (a) a transaction in which one or more existing Stores owned or operated by the Lead Borrower or a Restricted Subsidiary is transferred to a Person that is not an Affiliate, provided, in each case that (i) the consideration paid or to be paid at the effectiveness of such transfer or on a deferred basis in connection therewith is in an amount not less than the book value of the assets so transferred and any cash proceeds received by the Loan Parties in respect of such transaction shall be applied to the extent and in the manner set forth in Section 2.05(e), (ii) the purchaser agrees to continue to purchase inventory for such Stores from the Lead Borrower or a Restricted Subsidiary for a period of not less than one year or, if longer, the period until the consideration described in clause (i) has been paid in full, and (iii) all payment obligations and other obligations of the purchaser in connection with such transaction are payable or otherwise owed to the Lead Borrower or a Subsidiary thereof that is a Loan Party, or (b) a transaction in which one or more existing Stores owned or operated by the Lead Borrower or a Restricted Subsidiary is transferred to a joint venture in which the Lead Borrower or other Loan Party owns an Equity Interest, provided that (i) if such Stores were included in the Term Loan Priority Collateral prior to such transaction, a Loan Party pledges such Equity Interests to the Administrative Agent, (ii) any cash proceeds received by the Loan Parties in respect of such transaction shall be applied to the extent and in the manner set forth in Section 2.05(e), (iii) the joint venture agrees to continue to purchase inventory for such Stores from the Lead Borrower or a Restricted Subsidiary for a period of not less than one year and (iv) the Total Leverage Ratio of the Lead Borrower shall not exceed (A) 4.00 to 1.00 prior to the completion of the Distributions and (B) 5.00 to 1.00 from and after the completion of the Distribution on a pro forma basis after giving effect to such transfer and the use of proceeds thereof.

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“Subordinated Indebtedness” means any Indebtedness which is expressly subordinated in right of payment to the prior payment in full of the Obligations and which is in form and on terms approved in writing by the Administrative Agent.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of a Loan Party, and shall exclude NAI and its subsidiaries.

“Substitute Property” has the meaning set forth in Schedule 6.17.

“Supermajority Lenders” means, as of any date of determination, Lender or Lenders holding more than sixty-six and two thirds percent (66-2/3%) of the Aggregate Commitments or, if the commitments of the Lenders to make Loans and the obligation of the LC Issuers to make LC Credit Extensions have been terminated pursuant to Section 8.02, at least two (2) Lenders holding in the aggregate more than sixty-six and two thirds percent (66-2/3%) of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in LC Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided, that, (a) the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders and (b) at any time that there are two (2) or more unaffiliated Lenders, “Supermajority Lenders” must include at least two (2) unaffiliated Lenders.

“SUPERVALU Payment” shall mean a transfer or distribution of funds, whether as a distribution, a repayment of intercompany obligations or otherwise, from Save-A-Lot Parent and/or its Subsidiaries to the Lead Borrower and/or its other Subsidiaries from the proceeds of the Save-A-Lot Debt, net of expenses (including reasonable banker’s fees and legal fees) incurred in connection with the Pre-Spin Transactions, the Separation, the Distribution and related financing documents.

“SVU Indenture” means the Indenture, dated as of July 1, 1987, between Lead Borrower and the SVU 2014 Notes Trustee, as supplemented by the First Supplemental Indenture dated as of August 1, 1990, the Second Supplemental indenture dated as of October 1, 1992, the Third Supplemental Indenture dated as of September 1, 1995, the Fourth Supplemental Indenture dated as of August 4, 1999, and the Fifth Supplemental Indenture dated as of September 17, 1999, and as further amended, amended and restated, supplemented or otherwise modified (including any such modifications contained in any notes, officer’s certificates or other operative documents) as of the date of Amendment No. 3 in accordance with the terms thereof.

“SVU 2014 Notes” means the 7.50% Senior Notes due November 15, 2014 issued by the Lead Borrower pursuant to the SVU Indenture in the original principal amount of $500,000,000.

“SVU 2014 Note Repayment” means (a) to the extent Lead Borrower has made a tender offer for the SVU 2014 Notes and any of the SVU 2014 Notes have been tendered, the purchase and cancellation of such SVU 2014 Notes on the Closing Date, (b) the provision of a notice of redemption by the Lead Borrower on the Closing Date to the SVU 2014 Notes Trustee and the holders of all untendered SVU 2014 Notes, if any (or, to the extent the Lead Borrower has not made a tender offer therefor, all of the SVU 2014 Notes), and (c) the deposit of cash with the SVU 2014 Notes Trustee in trust on the Closing Date in an amount equal to the full amount required to redeem all untendered SVU 2014 Notes, if any (or,

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to the extent the Lead Borrower has not made a tender offer therefor, all SVU 2014 Notes), in accordance with such notice and to otherwise repay and satisfy all obligations in connection therewith.

“SVU 2014 Notes Trustee” means Deutsche Bank Trust Company (formerly Bankers Trust Company), as trustee.

“SVU 2016 Notes” means the 8.00% Senior Notes due May 1, 2016 issued by the Lead Borrower pursuant to the SVU Indenture in the original principal amount of $1,000,000,000.

“SVU 2021 Notes” means the 6.75% Senior Notes due June 1, 2021 issued by the Lead Borrower pursuant to the SVU Indenture in the original principal amount of $400,000,000.

“SVU 2022 Notes” means the 7.75% Senior Notes due November 15, 2022 issued by the Lead Borrower pursuant to the SVU Indenture in the original principal amount of $350,000,000.

“SVU Business” means all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by the Borrower or its Subsidiaries, other than the Save-A-Lot Business.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Xxxxx Fargo, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning set forth in Section 2.04(a).

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“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Note” means the amended and restated promissory note of the Borrowers substantially in the form of Exhibit C-2, payable to the order of the Swing Line Lender, evidencing the Swing Line Loans made by the Swing Line Lender.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Synthetic Purchase Agreement” means any swap, derivative or other agreement or combination of agreements pursuant to which the Lead Borrower or any Restricted Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a Person other than the Lead Borrower or any Restricted Subsidiary of any Equity Interest or Indebtedness issued by the Lead Borrower or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Indebtedness issued by the Lead Borrower) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Indebtedness issued by the Lead Borrower; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of the Lead Borrower or the Restricted Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

“Tax Returns” has the meaning set forth in Section 5.11.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto; provided, that, Taxes shall exclude Excluded Taxes.

“Tender Offer Agreement” means the Tender Offer Agreement, dated as of January 10, 2013, among Symphony Investors LLC, Cerberus and the Lead Borrower.

“Term Loan Agent” means Xxxxxxx Xxxxx Bank USA, in its capacity as agent for the Term Loan Lenders, and its successors and assigns including any replacement or successor agent.

“Term Loan Agreement” means the Amendment Agreement, dated as of January 31, 2014, relating to the Amended and Restated Credit Agreement, dated as of May 16, 2013, among Term Loan Agent, Term Loan Lenders, and the Lead Borrower, together with all schedules and exhibits thereto, including the Second Amended and Restated Term Loan Credit Agreement attached thereto as Exhibit A.

“Term Loan Debt” means the Indebtedness evidenced by or arising under the Term Loan Documents.

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“Term Loan Documents” means, collectively: (a) the Term Loan Agreement and (b) all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, the Term Loan Agent or the Term Loan Lenders in connection therewith.

“Term Loan Facility” means the term loan facility provided to Lead Borrower pursuant to the terms of the Term Loan Agreement as it may be amended or refinanced in accordance with the terms of the Term Loan Intercreditor Agreement.

“Term Loan Intercreditor Agreement” means the Intercreditor Agreement, dated of even date herewith, by and among Administrative Agent, Lenders, Term Loan Agent and Term Loan Lenders, as acknowledged and agreed to by Borrowers and Guarantors, providing for such parties’ relative rights and priorities with respect to the assets and properties of the Loan Parties and related matters.

“Term Loan Lenders” means the financial institutions from time to time party to the Term Loan Agreement as lenders, together with their respective successors and assigns.

“Term Loan Priority Collateral” has the meaning specified therefor in the Term Loan Intercreditor Agreement.

“Termination Date” means the earliest to occur of (a) the Maturity Date, (b) the date on which the maturity of the Obligations is accelerated (or deemed accelerated) and the Commitments are irrevocably terminated (or deemed terminated) in accordance with Article VIII, or (c) the termination of the Commitments in accordance with the provisions of Section 2.06(a) hereof.

“Third Party Payor” shall mean any Person, such as a Fiscal Intermediary, Blue Cross/Blue Shield, or private health insurance company, which is obligated to reimburse or otherwise make payments to health care providers who provide medical care or medical assistance or other goods or services for eligible patients under Medicare, Medicaid or any private insurance contract.

“Total Assets” means, at any date, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a Consolidated balance sheet of the Lead Borrower and its Restricted Subsidiaries.

“Total Leverage Ratio” means, on any date of determination, on a pro forma basis, the ratio of (a) Consolidated Total Debt on such date (net of the lesser of (i) the amount of Unrestricted Cash as of such date up to a maximum amount of $150,000,000 or, when the amount of Consolidated Total Debt is reduced pursuant to the proviso set forth in this definition, up to a maximum amount of $50,000,000, plus during the Spin Period any proceeds of the Save-A-Lot Debt then held by the Lead Borrower or any of its Restricted Subsidiaries, or (ii) the amount of such cash permitted to be netted in calculating the “Total Leverage Ratio” pursuant to the Term Loan Agreement) to (b) Consolidated EBITDA for the Measurement Period most recently ended on or prior to such date for which financial statements have most recently been delivered pursuant to Section 6.01; provided, that, with respect to any date of determination occurring during the Fiscal Periods ending closest to October 31, November 30 and December 31 of any Fiscal Year, an amount equal to $150,000,000 shall be deducted from the calculation of Consolidated Total Debt for the purposes of this calculation.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all LC Obligations.

“Trading with the Enemy Act” has the meaning set forth in Section 10.18.

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“Transaction Expenses” means all of the one-time fees, costs, losses, charges and expenses incurred by the Lead Borrower and its Restricted Subsidiaries in connection with the Transactions, including employee severance expenses associated with the Transactions, prepayment premiums payable in connection with the Term Loan Documents, legal, advisory and other professionals fees and expenses incurred in connection with the Transactions, financing fees incurred in connection with the Transactions, recruitment expenses associated with the Transactions, stock transfer taxes payable in connection with the transactions contemplated by the Tender Offer Agreement, information technology investments related to the Transactions, corporate expenses incurred in connection with the Transactions other than personnel expenses, employee retention plan expenses associated with the Transactions, litigation contingency and legal reserves related to the Transactions and environmental expenses incurred in connection with the Transactions.

“Transactions” means, collectively, (a) the NAI Sale substantially contemporaneously with the consummation of the Albertson’s Asset Purchase (as defined in the Acquisition Agreement) as contemplated by the Acquisition Agreement), (b) the entering into by the Loan Parties and their applicable Subsidiaries of the Term Loan Documents, (c) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents to which they are or are intended to be a party, (d) the amendment and restatement of the Existing Credit Facility, (e) payment in full of all obligations under the Existing Term Loan Facility, and the termination of all Liens securing obligations thereunder, and Lead Borrower and its Subsidiaries shall have no further obligations or liabilities with respect thereto, (f) the SVU 2014 Note Repayment, (g) the payment in full of all obligations of Lead Borrower and its Subsidiaries under the Existing Receivables Transfer Agreements and the termination thereof, the repurchase by Lead Borrower and its Subsidiaries of all receivables sold thereunder, the termination of all Liens securing obligations under or in connection with the Existing Receivables Transfer Agreements, and the Lead Borrower and its Subsidiaries having no further obligations or liabilities with respect thereto, (h) the payment of the fees and expenses incurred in connection with the consummation of the foregoing, (i) the use of proceeds of Borrowings to satisfy and discharge in full the SVU 2016 Notes, (j) the payment of fees and expenses (including prepayment premiums) in connection with the foregoing, and (k) the transactions reasonably related to the foregoing.

“Transition Agreement Parties” means the parties to the Transition Agreements as set forth on Schedule 1.01(c), together with such other Persons as become parties to the Transition Agreements after the Closing Date provided, that, Administrative Agent has received written notice thereof from Lead Borrower.

“Transition Agreements” means, collectively, (a) the Transition Services Agreement, dated on or about the date hereof, between Albertson’s LLC and Lead Borrower, (b) the Transition Services Agreement, dated on or about the date hereof, between NAI and Lead Borrower, (c) the Cross-License Agreement, dated on or about the date hereof, between AB Acquisition LLC and the Lead Borrower, and (d) the supply agreements or arrangements entered into from time to time by the Lead Borrower and its Subsidiaries and NAI and its Subsidiaries pursuant to Sections 5.5(g) and 5.5(h) of the Acquisition Agreement.

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan, or a LIBO Rate Loan.

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that, (a) if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9 and (b) if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is

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governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.

“UCP 600” means the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce and in effect as of July 1, 2007, or as an LC Issuer may agree, such later version thereof as may be in effect at the time of issuance of a Letter of Credit.

“UFCA” has the meaning set forth in Section 10.21(d).

“UFTA” has the meaning set forth in Section 10.21(d).

“Unfinanced Capital Expenditures” means all Capital Expenditures other than those made utilizing financing provided by the applicable seller or third party lenders (including, without limitation, Capital Expenditures that may give rise to Capital Lease Obligations); provided, that, Capital Expenditures made or incurred utilizing Loans shall be deemed Unfinanced Capital Expenditures.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 or 430 of the Code and Section 302 or 303 of ERISA for the applicable plan year.

“Unintentional Overadvance” means an Overadvance which, to the Administrative Agent’s knowledge, did not constitute an Overadvance when made but which has become an Overadvance resulting from changed circumstances, including, without limitation, a reduction in the Net Recovery Percentage of property or assets included in the Borrowing Base or misrepresentation by the Loan Parties.

“United States” and “U.S.” mean the United States of America.

“Unpaid Drawings” has the meaning set forth in Section 2.03(c).

“Unrestricted Cash” means, at any date of determination, the aggregate amount of cash of the Lead Borrower and the Restricted Subsidiaries at such date to the extent that the use of such cash for application to payment of the Obligations or other Indebtedness is not prohibited by law or any contract or other agreement and such cash is free and clear of all Liens (other than Liens in favor of the Term Loan Agent and Administrative Agent or as would not cause such cash to be classified as “restricted” on a consolidated balance sheet of the Lead Borrower prepared in accordance with GAAP).

“Unrestricted Subsidiary” means (a) any Subsidiary of Lead Borrower designated by Lead Borrower as an Unrestricted Subsidiary as listed on Schedule 1.01(d), (b) any Subsidiary of Lead Borrower designated by Lead Borrower as an Unrestricted Subsidiary hereunder by written notice to Administrative Agent; provided, that, in each case, as to clause (a) and (b), Lead Borrower shall only be permitted to so designate a Subsidiary as an Unrestricted Subsidiary so long as each of the following conditions is satisfied: (i) as of the date of the designation thereof and after giving effect thereto, no Default or Event of Default exists or has occurred and is continuing, (ii) immediately after giving effect to such designation, Borrowers shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.15 (if a Covenant Compliance Event exists at such time), (iii) such Subsidiary shall not be a Borrower hereunder, (iv) such Subsidiary shall be capitalized (to the extent capitalized by the Lead Borrower or any of its Restricted Subsidiaries) through Investments as permitted by, and in compliance

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with, Section 7.02, and any Indebtedness of such Subsidiary owing to any Loan Party or Restricted Subsidiary as of the date of, and after giving effect to, it becoming an Unrestricted Subsidiary shall be a Permitted Investment deemed made on such date in a Person that is not a Restricted Subsidiary of the Lead Borrower, (v) without duplication of clause (iv), the Investments made by any Loan Party or Restricted Subsidiary in such Subsidiary will constitute Permitted Investments, (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” (or a term having a similar effect) for purposes of any other Material Indebtedness, (vii) such Subsidiary shall not have as of the date of the designation thereof or at any time thereafter, create, incur, issue, assume, guarantee or otherwise become directly liable with respect to any Indebtedness pursuant to which the lender, or other party to whom such Indebtedness is owing, has recourse to any Loan Party or any Restricted Subsidiary or their assets, and (viii) Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of the Lead Borrower, certifying compliance with the requirements of preceding clauses (i) through (vii), and containing the calculations and information required by the preceding clause (ii) (if applicable), and (c) any Subsidiary of an Unrestricted Subsidiary. The Lead Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of the Agreement (each, a “Subsidiary Redesignation”); provided, that, (1) as of the date thereof, and after giving effect thereto, no Default or Event of Default exists or has occurred and is continuing, (2) immediately after giving effect to such Subsidiary Redesignation, Borrowers shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.15 (if a Covenant Compliance Event exists at such time), (3) designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, and (4) Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of the Lead Borrower, certifying compliance with the requirements of preceding clauses (1) and (2), and containing the calculations and information required by the preceding clause (2) (if applicable). In no event will Xxxxx Foods, LLC constitute an Unrestricted Subsidiary.

“Value” shall have the meaning provided in Schedule 6.17.

“Xxxxx Fargo” means Xxxxx Fargo Bank, National Association and its successors and assigns.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Indebtedness into (b) the total of the product obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

“Wholesale Inventory” means Inventory located at, or in transit to, any distribution center owned or leased by any Loan Party.

“Wholesale Trade Receivables” shall mean, all Accounts owing to a Borrower, whether now existing or hereafter arising and wherever located, arising from the sale of Wholesale Inventory, and including the right to payment of any other obligations with respect thereto.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, modified, supplemented, extended, renewed, restated or replaced (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d)    Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment in Dollars in full in cash or immediately available funds (or, in the case of contingent reimbursement obligations with respect to Letters of Credit and Bank Products (other than Swap Contracts), providing Cash Collateralization) of all of the Obligations (including the payment of any termination amount then applicable (or which would become applicable as a result of the repayment of the other Obligations) under Swap Contracts with a Lender or Affiliate of a Lender) other than (i) unasserted contingent indemnification Obligations, (ii) any Obligations relating to Bank Products (other than Swap Contracts) that, at such time, are allowed by the applicable Bank Product provider to remain outstanding without being required to be repaid or Cash Collateralized, and (iii) any Obligations relating to Swap Contracts with a Lender or Affiliate of a Lender that, at such time, are allowed by the applicable provider of such Swap Contracts to remain outstanding without being required to be repaid.

(e)    Any reference herein to a term as defined in the Term Loan Agreement “as in effect on the date hereof” or “as in effect on the date of Amendment No. 3” shall mean such term as used in such agreement after giving effect to any amendments or supplements prior to the date of Amendment No. 3 and to any amendment or supplement after the date of Amendment No. 3 to the extent agreed to or approved by Administrative Agent for purposes of this Agreement, except as otherwise specifically set forth herein. The Administrative Agent shall approve for such purpose any amendment to the Term Loan Agreement substantially consistent with Amendment No. 3. No references to the agreement or approval

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by Administrative Agent of any amendment to the Term Loan Agreement should be construed to limit or otherwise affect the right of the Lead Borrower and its Subsidiaries to amend the Term Loan Agreement, but is intended only to address the use of terms or provisions from the Term Loan Agreement for purposes of this Agreement.

1.03. Accounting Terms

(a)    Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Whenever the term “Lead Borrower” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Lead Borrower or Borrowers and their Restricted Subsidiaries on a Consolidated basis, unless the context clearly requires otherwise.

(b)    Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.04. Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06. Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time; provided, that, with respect to any Letter of Credit that, by its terms, provides for one or more automatic increases in the Stated Amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Stated Amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum Stated Amount is in effect at such time.

1.07. Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. The Outstanding Amount of Letters of Credit stated in any currency other than Dollars, shall be, at the time of any such determination the equivalent amount in Dollars of such currency or currencies as determined by the Administrative Agent on the basis of the Spot Rate for the purchase of Dollars with such currency or currencies at such

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time. For purposes of this Section 1.07, the “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided, that, the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS

2.01. Committed Loans.

(a)    Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations:

(i)    after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,

(ii)    after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment,

(iii)    the Outstanding Amount of all LC Obligations shall not at any time exceed the Letter of Credit Sublimit.

Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein.

(b)    The Administrative Agent shall have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves, provided, that, at any time a Material Debt Reserve has been established, the Administrative Agent shall only modify or eliminate such Reserve with the prior consent of the Required Lenders. The Administrative Agent will provide the Lead Borrower five (5) Business Day’s prior notice of the establishment of any new categories of Reserves or for changes in the methodology of the calculation of an existing category of Reserves (during which time the Administrative Agent shall be available at reasonable times to discuss any such proposed Reserve or change in methodology of calculation of an existing category of Reserve with the Borrowers), provided, that, no such notice shall be required (i) at any time that a Default or Event of Default shall have occurred and be continuing, (ii) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (iii) for changes to categories of Reserves or methodology of calculation if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such categories of Reserves or methodology not changed prior to the expiration of such five (5) Business Day period.

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2.02. Borrowings, Conversions and Continuations of Committed Loans.

(a)    Committed Loans shall be (i) Base Rate Loans or (ii) LIBO Rate Loans as the Lead Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans shall be only Base Rate Loans. Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.

(b)    Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon the Lead Borrower’s irrevocable written notice to the Administrative Agent, in the form of a Committed Loan Notice, appropriately completed and delivered by a Responsible Officer of the Lead Borrower. Each such notice must be received by the Administrative Agent not later than (i) 4:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBO Rate Loans, and (ii) 1:00 p.m. on the Business Day that is the requested date of any Borrowing of Base Rate Loans or of any conversion of LIBO Rate Loans to Base Rate Loans. Notwithstanding the foregoing, if the Lead Borrower wishes to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., two Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Lead Borrower whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of, conversion to or continuation of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Lead Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of LIBO Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBO Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBO Rate Loan.

(c)    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, the Type of such Committed Loans and, if such Committed Loans are LIBO Rate loans, the Interest Period applicable thereto and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(b). In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), to the extent that

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Administrative Agent has received such funds from Lenders in a timely manner, the Administrative Agent shall use reasonable efforts to make all funds so received available to the Borrowers in like funds by no later than 4:00 p.m. on the Business Day requested in the applicable Committed Loan Notice either by (i) crediting the account of the Lead Borrower on the books of Xxxxx Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower.

(d)    The Administrative Agent, without the request of the Lead Borrower, may advance any interest, fee, service charge (including direct wire fees), Credit Party Expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby, provided, that, in the event that Administrative Agent has received payment by wire transfer to the Agent Payment Account prior to 3:00 p.m. on the date such amount is due and payable, Administrative Agent will not make such advance or charge the Loan Account; and provided, further, that unless an Event of Default has occurred and is continuing, the Administrative Agent will use reasonable efforts to provide prior written notice of each such advance or charge to the Lead Borrower. The Administrative Agent shall advise the Lead Borrower of any such advance or charge promptly after the making thereof. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest rate then and thereafter applicable to Base Rate Loans.

(e)    Except as otherwise provided herein, a LIBO Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBO Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as LIBO Rate Loans without the consent of the Required Lenders.

(f)    The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall promptly notify the Lead Borrower of any change in the Base Rate.

(g)    After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than twelve (12) Interest Periods in effect with respect to LIBO Rate Loans.

(h)    The Administrative Agent, the Lenders, the Swing Line Lender and the LC Issuers shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Administrative Agent may, in its discretion, make Permitted Overadvances without the consent of the Borrowers, the Lenders, the Swing Line Lender and the LC Issuers and the Borrowers and each Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrowers and shall constitute a Base Rate Loan and an Obligation and shall be repaid by the Borrowers in accordance with the provisions of Section 2.05(c). The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letter of Credits or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Administrative Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring

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any claim of any kind whatsoever against the Administrative Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).

2.03. Letters of Credit.

(a)    The Letter of Credit Commitment.

(i)    Subject to the terms and conditions set forth herein, (A) each LC Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Loan Parties, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of Credit that comply with the terms thereof; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Loan Parties and any drawings thereunder; provided, that, after giving effect to any LC Credit Extension with respect to any Letter of Credit, (1) the Total Outstandings shall not exceed the Loan Cap, (2) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (3) the Outstanding Amount of the LC Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)    Each LC Issuer (other than Xxxxx Fargo or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of each LC Credit Extension issued on the prior Business Day by such LC Issuer; provided, that, (A) until the Administrative Agent advises any such LC Issuer that the provisions of Section 4.02 are not satisfied, or (B) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the Administrative Agent and the LC Issuers, each LC Issuer shall be required to so notify the Administrative Agent in writing only once each week of the Letters of Credit issued by such LC Issuer during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Administrative Agent and such LC Issuer may agree.

(iii)    All Existing Letters of Credit, whether or not issued for the account of a Loan Party, shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof, including all obligations of Borrowers hereunder.

(iv)    No Letter of Credit shall be issued if:

(A)    subject to Section 2.03(b)(iii), the expiry date of such requested Standby Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(B)    the expiry date of such requested Commercial Letter of Credit would occur more than one hundred twenty (120) days after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

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(C)    the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either (1) such Letter of Credit is Cash Collateralized on or prior to the date of issuance of such Letter of Credit (or such later date as to which the Administrative Agent may agree) or (2) all the Lenders have approved such expiry date.

(v)    No Letter of Credit shall be issued without the prior consent of the Administrative Agent if:

(A)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable LC Issuer from issuing such Letter of Credit, or any Law applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, or request that such LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the LC Issuer in good xxxxx xxxxx material to it;

(B)    the issuance of such Letter of Credit would violate one or more policies of the applicable LC Issuer applicable to letters of credit generally;

(C)    such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or

(D)    a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent or LC Issuer has entered into reasonably satisfactory arrangements with the Borrowers, the other Lenders or such Lender to eliminate the LC Issuer’s risk with respect to such Lender.

(vi)    If a Letter of Credit is to be denominated in a currency other than Dollars, all reimbursements by the Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in Dollars based on the Spot Rate.

(vii)    No LC Issuer shall amend any Letter of Credit if (A) the LC Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(viii)    If, at any time, it becomes unlawful for the LC Issuer to comply with its obligations under any Letter of Credit (including, but not limited to, as a result of any sanctions imposed by the United Nations, the European Union, the Netherlands, the United Kingdom and/or the United States), such obligations shall be suspended (and all corresponding rights shall cease to accrue) until such time as it may again become lawful for the LC Issuer to comply with them, and the LC Issuer shall not be liable for any losses which Loan Parties may incur as a result.

(ix)    Each LC Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and to the extent that an LC Issuer is acting on behalf of the Lenders in such circumstances, as to such Lenders, the LC Issuer shall be entitled to the benefits and immunities provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such LC Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit; provided, that, nothing in this clause (ix) shall be construed to affect the rights of the Borrowers with respect to Letters of Credit.

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(b)    Procedures for Issuance and Amendment of Letters of Credit and Auto-Extension Letters of Credit.

(i)    Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Lead Borrower delivered to the applicable LC Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and delivered by a Responsible Officer of the Lead Borrower. Such Letter of Credit Application must be received by the applicable LC Issuer and the Administrative Agent not later than 2:00 p.m. at least two Business Days (or such other date and time as the Administrative Agent and the applicable LC Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Administrative Agent and the applicable LC Issuer: (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; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Administrative Agent or the applicable LC Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Administrative Agent and such LC Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Administrative Agent or such LC Issuer may reasonably require. In addition, the Lead Borrower shall furnish to the applicable LC Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, and any Issuer Documents as such LC Issuer or the Administrative Agent may reasonably require and the terms of such Letter of Credit shall be in form and substance reasonably satisfactory to such LC Issuer and may include partial drawings and, subject to the other terms and conditions herein and therein, provide for the automatic reinstatement of the Stated Amount thereunder. To the extent that a Borrower may request a direct pay Letter of Credit, additional agreements and documents may be required in connection with the issuance and administration thereof, together with related additional fees and charges to Borrowers.

(ii)    Promptly after the receipt by an LC Issuer of any Letter of Credit Application, such LC Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Lead Borrower and, if not, such LC Issuer will provide the Administrative Agent with a copy thereof. Unless such LC Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such LC Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Loan Party or enter into the applicable amendment, as the case may be, in each case in accordance with such LC Issuer’s usual and customary business practices. Immediately upon the issuance or amendment of each Letter of Credit, each Lender shall be deemed to (without any further action), and hereby irrevocably and unconditionally agrees to, purchase from such LC Issuer, without recourse or warranty, a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage multiplied by the Stated Amount of such Letter of Credit. Upon any change in the Commitments under this Agreement, with respect to all LC Obligations, there shall be an automatic adjustment to the participations hereby created to reflect the new Applicable Percentages of the assigning and assignee Lenders.

(iii)    If the Lead Borrower so requests in any applicable Letter of Credit Application, the applicable LC Issuer may, in its sole and absolute discretion, agree to issue a Standby Letter of Credit that

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has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit must permit such LC Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by the Administrative Agent or the applicable LC Issuer, the Lead Borrower shall not be required to make a specific request to the Administrative Agent or such LC Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such LC Issuer to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, that, the Administrative Agent shall instruct the LC Issuer not to permit any such extension if (A) such LC Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(b) or otherwise), or (B) such LC Issuer has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Lead Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such LC Issuer not to permit such extension.

(iv)    Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable LC Issuer will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)    Drawings and Reimbursements; Funding of Participations.

(i)    Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable LC Issuer shall notify the Lead Borrower and the Administrative Agent of such demand for payment and whether such LC Issuer has made or will make an LC Disbursement thereunder; provided, that, any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse such LC Issuer and the Lenders with respect to any such LC Disbursement. If an LC Issuer shall make an LC Disbursement, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent for the account of the applicable LC Issuer an amount equal to such LC Disbursement (each such amount so paid until reimbursed, an “Unpaid Drawing”) not later than 12:00 noon on the Business Day immediately following the date the Lead Borrower receives the notice from such LC Issuer as provided above. In the event that Administrative Agent does not receive such payment by such time, except as Administrative Agent may otherwise agree, the Borrowers shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be immediately disbursed in an amount equal to the applicable LC Disbursement, without regard to the minimum and multiples specified in Section 2.02(c) for the principal amount of Base Rate Loans and without regard to whether the conditions set forth in Section 4.02 have been met. Any notice given by an LC Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if confirmed in writing, provided, that, the lack of such immediate confirmation shall not affect the conclusiveness or binding effect of such notice. If LC Issuer shall make any LC Disbursement, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest at the interest rate applicable to Base Rate Loans, for each day from and including the date such LC Disbursement is made to but excluding the date that the Committed Loan is deemed made as provided above. Such interest accrued shall be for the account of the applicable LC Issuer.

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(ii)    Each Lender’s obligation to make Committed Loans or to reimburse the LC Issuers for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any LC Issuer, any 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, and without regard to whether the conditions set forth in Section 4.02 have been met.

(d)    Repayment of Participations. If any payment received by an LC Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such LC Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such LC Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)    Obligations Absolute. The obligation of the Borrowers to reimburse the applicable LC Issuer for each drawing under each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)    any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document (other than such lack of validity or enforceability that arises from the expiration of such Letter of Credit by its terms);

(ii)    the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers 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), such LC Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)    any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)    any payment by such LC Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such LC Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any of their Subsidiaries; or

(vi)    the fact that any Default or Event of Default shall have occurred and be continuing.

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The Lead Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Lead Borrower’s instructions or other irregularity, the Lead Borrower will immediately notify the Administrative Agent and the applicable LC Issuer. The Borrowers shall be conclusively deemed to have waived any such claim against the applicable LC Issuer and its correspondents unless such notice is given as aforesaid, provided, that, nothing in this Section 2.03(e) shall be construed to limit or otherwise affect the rights of the Borrowers with respect to claims of the Borrowers against an LC Issuer.

(f)    Role of LC Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable LC Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the LC Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the LC Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the LC Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any LC Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e) or for any action, neglect or omission under or in connection with any Letter of Credit or Issuer Documents, including, without limitation, the issuance or any amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring of any demand under any Letter of Credit, and such action or neglect or omission will bind the Borrowers; provided, that, anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against an LC Issuer, and an LC Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential, exemplary or punitive damages suffered by the Borrowers caused by (A) such LC Issuer’s willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction) in determining whether documents presented under any Letter of Credit comply with the terms thereof or (B) such LC Issuer’s willful failure to pay under any Letter of Credit after the presentation to such LC Issuer 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; provided, that, any claim against such LC Issuer by the Borrowers for any loss suffered or incurred by the Borrowers shall be reduced by an amount equal to the sum of (A) the amount (if any) saved by the Borrowers as a result of the breach or other wrongful conduct that allegedly caused such loss, and (B) the amount (if any) of the loss that would have been avoided had the Borrowers taken all reasonable steps to mitigate such loss, including, without limitation, by enforcing their rights against any beneficiary and, in case of a claim of wrongful dishonor, by specifically and timely authorizing such LC Issuer to cure such dishonor. In furtherance and not in limitation of the foregoing, the LC Issuers 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 (or the LC Issuers may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and the LC Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a </