Very truly yours,

BANK OF AMERICA, N.A.

By:

/s/ Daniel J. Kelly

Name: Daniel J. Kelly

Title: Managing Director

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:

/s/ Daniel J. Kelly

Name: Daniel J. Kelly

Title: Managing Director

JPMORGAN CHASE BANK, N.A.

By:

/s/ Gerardo B. Loera

Name: Gerardo B. Loera

Title: Vice President

J.P. MORGAN SECURITIES LLC

By:

/s/ Varun Rastogi

Name: Varun Rastogi

Title: Vice President

By:

/s/ Chris B. Walther

Name: Chris B. Walther

Title: Chief Legal Officer

Borrower:

Activision Blizzard, Inc. (the “Borrower”).

Joint Lead Arrangers and Joint Bookrunners:

Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates) (“Merrill Lynch”) and J.P. Morgan Securities LLC (“J.P. Morgan”), in each case in its capacity as Joint Lead Arranger and Joint Bookrunner (together with any Additional Arrangers appointed in accordance with Section 1 of the Commitment Letter, collectively, the “Bank Lead Arrangers” or, the “Arrangers”).

Syndication Agent:

J.P. Morgan Securities LLC, in its capacity as Syndication Agent (the “Syndication Agent”).

Bank Administrative Agent:

Bank of America, N.A. (“Bank of America”), in its capacity as sole and exclusive administrative agent and collateral agent (the “Bank Administrative Agent”).

Lenders:

Bank of America, JPMorgan Chase Bank, N.A. (“JPMCB”) and/or other financial institutions selected by the Bank Lead Arrangers in consultation with and reasonably acceptable to the Borrower (each, a “Bank Lender” and, collectively, the “Bank Lenders”).

Senior Secured Facilities:

(A) A senior secured term loan facility in an aggregate principal amount of up to $2,250 million (the “Term B Facility”; the loans thereunder, the “Term B Loans”; the Bank Lenders thereunder, the “Term B Lenders”).

(B) A senior secured revolving credit facility in an aggregate principal amount of $250 million (the “Revolving Facility”; the commitments thereunder, the “Revolving Commitments”; the loans thereunder, the “Revolving Loans”; the Bank Lenders thereunder, the “Revolving Lenders”), of which up to an amount to be agreed shall be available in the form of Letters of Credit (as defined below).

Swingline:

In connection with the Revolving Facility, Bank of America (in such capacity, the “Swingline Lender”) will make available to the Borrower a swingline facility under which the Borrower may make short-term borrowings (on same-day notice (in minimum amounts to be mutually agreed upon and integral multiples to be agreed upon)) of up to an amount to be agreed. Except for

purposes of calculating the commitment fee described on Exhibit I to this Annex B, any such swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis.

Upon notice from the Swingline Lender, the Bank Lenders will be unconditionally obligated to purchase participations in any swingline loan pro rata based upon their Revolving Commitments.

If any Revolving Lender becomes a Defaulting Bank Lender (to be defined based on the below and as otherwise mutually reasonably agreed) then the swingline exposure of such Defaulting Bank Lender will automatically be reallocated among the non-Defaulting Bank Lenders pro rata in accordance with their Revolving Commitments up to an amount such that the revolving credit exposure of such non-Defaulting Bank Lender does not exceed its Revolving Commitments. In the event such reallocation does not fully cover the exposure of such Defaulting Bank Lender, the Swingline Lender may require the Borrower to repay such “uncovered” exposure in respect of the swingline loans and will have no obligation to make new swingline loans to the extent such swingline loans would exceed the commitments of the non-Defaulting Bank Lenders.

“Defaulting Bank Lender” means any Bank Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default”.

“Lender Default” means (i) the refusal or failure of any Bank Lender to make available its portion of any incurrence of Revolving Loans or participations in letters of credit or swingline borrowings, which refusal or failure is not cured within one business day after the date of such refusal or failure; (ii) the failure of any Bank Lender to pay over to the Bank Administrative Agent, any Issuing Lender (as defined below), any Swingline Lender or any other Bank Lender any other amount required to be paid by it hereunder within one business day of the date when due, unless the subject of a good faith dispute; (iii) a Bank Lender has notified the Borrower or the Bank Administrative Agent that it does not intend or expect to comply with any of its funding obligations or has made a public statement to that effect with respect to its funding obligations under the Senior Secured Facilities; (iv) the failure by a Bank Lender to confirm in a manner reasonably satisfactory to the Bank Administrative Agent that it will comply with its obligations under the Senior Secured Facilities or (v) a Distressed Person (as defined below) that has admitted in writing that it is insolvent or such Distressed Person becomes subject to a Lender-Related Distress Event.

“Lender-Related Distress Event” means, with respect to any Bank Lender, that such Bank Lender or any person that directly or indirectly controls such Bank Lender (each, a “Distressed Person”), as the case may be, is or becomes subject to a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of (i) the ownership or acquisition of any equity interests in any Bank Lender or any person that directly or indirectly controls such Bank Lender by a governmental authority or an instrumentality thereof or (ii) an undisclosed administration pursuant to the laws of the Netherlands.

Incremental Facilities:

The Senior Secured Facilities will permit the Borrower to add one or more incremental term loan facilities to the Senior Secured Facilities (each, an “Incremental Term Facility”), and/or increase commitments under the Revolving Facility Commitments (any such increase, an “Incremental Revolving Increase”) and/or add one or more incremental revolving credit facility tranches (each, an “Incremental Revolving Facility”; the Incremental Term Facilities, the Incremental Revolving Increases and the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities”) in an aggregate principal amount of up to (a) $750 million plus (b) all voluntary prepayments and voluntary commitment reductions of the Senior Secured Facilities prior to the date of any such incurrence plus (c) an additional amount if, after giving effect to the incurrence of such additional amount, the Senior Secured Net Leverage (as defined below) is equal to or less than 2.25:1.00 (assuming all such additional amounts were secured on a first lien basis, whether or not so secured, and including for this purpose the full amount of any Incremental Revolving Increase or Incremental Revolving Facility (whether or not borrowed)); provided that (i) no existing Bank Lender will be required to participate in any such Incremental Facilities, (ii) no event of default exists, or would exist after, giving effect thereto (except in connection with permitted acquisitions or investments, where no payment or bankruptcy event of default will be the standard), (iii) the final maturity date and the weighted average maturity of any such Incremental Term Facility shall not be earlier than, or shorter than, as the case may be, the maturity date or the

weighted average life, as applicable, of the Term B Facility, (iv) the pricing, interest rate margins, discounts, premiums, rate floors, fees and amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder (subject to clause (vii) below); (v) any Incremental Revolving Facility or Incremental Revolving Increase shall be on the same terms and pursuant to the same documentation applicable to the Revolving Facility (including the maturity date in respect thereof (provided the applicable margin applicable thereto may be increased if necessary to be consistent with that for the Incremental Revolving Facility)); (vi) any Incremental Term Facility shall be on terms and pursuant to documentation to be determined by the Borrower, provided that, to the extent such terms and documentation are not consistent with, in the case of an Incremental Term B Facility, the Term B Facility (except to the extent permitted by clause (iii) or (iv) above), they shall be reasonably satisfactory to the Bank Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Facility); and (vii) for the first 18 months following the Closing Date, the All-In Yield (as defined below) applicable to any Incremental Term Facility will be determined by the Borrower and the lenders providing such Incremental Term Facility, but will not be more than 0.50% higher than the corresponding All-In Yield for the existing Term B Facility unless the interest rate margin with respect to the existing Term B Facility is increased by an amount equal to the difference between the All-In Yield with respect to the Incremental Term Facility and the corresponding All-In Yield on the existing Term B Facility minus 0.50%, and after the first 18 months following the Closing Date, the All-In Yield applicable to any Incremental Term Facility will be determined by the Borrower and the lenders providing such Incremental Term Facility.

As used herein, (x) the “Senior Secured Net Leverage” means the ratio of consolidated secured net debt for borrowed money, including capital leases and purchase money obligations (calculated net of unrestricted cash and cash equivalents other than the proceeds of Incremental Facilities to be drawn at such time and provided that cash and cash equivalents held by foreign subsidiaries will only be credited 50%, with aggregate netted cash subject to a cap of $1.0 billion in the aggregate) to trailing four-quarter EBITDA (as defined below) and (y) “All-In Yield” means, as to any indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, an Adjusted LIBOR or ABR floor (solely to the extent

greater than 0.75% or 1.75%, respectively), or otherwise, in each case, incurred or payable by the Borrower generally to all the lenders of such indebtedness; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); and provided further that “All-In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees and similar fees (regardless of whether paid in whole or in part to one or more, but not all, lenders) or other fees not paid generally to all lenders of such indebtedness.

The Senior Secured Facilities will permit the Borrower to utilize availability under the Incremental Facilities amount to issue first lien notes or junior lien secured indebtedness (in each case, subject to customary intercreditor terms to be mutually agreed and set forth in an exhibit to the definitive documentation for the Senior Secured Facilities) or unsecured indebtedness, with the amount of such secured or unsecured indebtedness reducing the aggregate principal amount available for the Incremental Facilities; provided that such secured or unsecured indebtedness (i) does not mature on or prior to the maturity date of, or have a shorter weighted average life than, loans under the Term B Facility, (ii) has covenants no more restrictive (taken as a whole) than those under the Term B Facility as determined in good faith by the Borrower (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such debt, no consent shall be required from the Bank Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Facility), (iii) there shall be no borrower or guarantor in respect of any such indebtedness that is not the Borrower or a Guarantor and (iv) if secured, such indebtedness shall not be secured by any assets that do not constitute collateral for the Term B Facility.

Use of Proceeds:

(A) The proceeds of borrowings under the Term B Facility will be used by the Borrower, on the date of the initial borrowing under the Senior Secured Facilities (the “Closing Date”), together with the proceeds of the issuance of the Notes and/or borrowings of the Bridge Loans and cash on hand of the Borrower, to fund the Stock Buy-Back and pay fees and expenses associated therewith.

(B) The Letters of Credit and proceeds of Revolving Loans will be used by the Borrower and its subsidiaries for working capital and for other general corporate purposes (including to finance the transactions related to the Stock Buy-Back).

Availability:

(A) The Term B Facility will be available in a single drawing on the Closing Date. Amounts borrowed under the Term B Facility that are repaid or prepaid may not be reborrowed.

(B) Up to an amount to be agreed in Revolving Loans (exclusive of Letter of Credit usage) may be made available on the Closing Date to finance the transactions related to the Stock Buy-Back and fund any OID or upfront fees required to be funded on the Closing Date. Additionally, Letters of Credit may be issued on the Closing Date in order to backstop or replace letters of credit outstanding on the Closing Date. Otherwise, Revolving Loans will be available at any time prior to the final maturity of the Revolving Facility, in minimum principal amounts to be agreed upon. Amounts repaid under the Revolving Facility may be reborrowed.

Interest Rates and Fees:

As set forth on Exhibit I to this Annex B.

Default Rate:

With respect to overdue principal, the applicable interest rate plus 2.00% per annum, and with respect to any other overdue amount, including overdue interest, the interest rate applicable to ABR loans (as described in Exhibit I) plus 2.00% per annum.

Letters of Credit:

No less than an amount to be agreed of the Revolving Facility will be available to the Borrower for the purpose of issuing letters of credit (the “Letters of Credit”). Letters of Credit will be issued by Bank of America and other Revolving Lenders reasonably acceptable to the Borrower and the Bank Administrative Agent (each, an “Issuing Lender”). Each Letter of Credit shall expire not later than the earlier of (a) 12 months after its date of issuance or such longer period of time as may be agreed by the applicable Issuing Lender and (b) the fifth business day prior to the final maturity of the Revolving Facility except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender, provided that no Bank Lender shall be required to fund participations in Letters of Credit after the maturity date applicable to its commitments; provided that any Letter of Credit may provide for automatic renewal thereof for additional periods of up to 12 months or such longer period of time as may be agreed by the applicable Issuing Lender (which in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender, provided that no Bank Lender shall be required to fund participations in Letters of Credit after the maturity date applicable to its commitments). Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of borrowings under the Revolving Facility) within one business day after notice of such

drawing is received by the Borrower from the relevant Issuing Lender. To the extent that the Borrower does not reimburse the Issuing Lender within the time period specified above, the Revolving Lenders shall be irrevocably obligated to reimburse the Issuing Lender pro rata based upon their respective Revolving Facility commitments. If any Revolving Lender becomes a Defaulting Bank Lender, then the Letter of Credit exposure of such Defaulting Bank Lender will automatically be reallocated among the non-Defaulting Bank Lenders pro rata in accordance with their Revolving Commitments up to an amount such that the revolving credit exposure of any non-Defaulting Bank Lender does not exceed its Revolving Commitment. In the event that such reallocation does not fully cover the Letter of Credit exposure of such Defaulting Bank Lender, the applicable Issuing Lender may require the Borrower to cash collateralize such “uncovered” exposure in respect of each outstanding Letter of Credit and will have no obligation to issue new Letters of Credit, or to extend, renew or amend existing Letters of Credit to the extent Letter of Credit exposure would exceed the Revolving Commitments of the non-Defaulting Bank Lenders, unless such “uncovered” exposure is cash collateralized to the Issuing Lender’s reasonable satisfaction.

Final Maturity and Amortization:

(A) The Term B Facility:

The Term B Facility will mature on the date that is seven years after the Closing Date and, commencing at least one full fiscal quarter after the Closing Date, will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Term B Facility with the balance payable on the seventh anniversary of the Closing Date; provided that the Senior Secured Facilities Documentation shall provide the right of individual Term B Lenders to agree to extend the maturity of their Term B Loans upon the request of the Borrower and without the consent of any other Bank Lender (as further described below).

(B) Revolving Facility:

The Revolving Facility will mature, and Revolving Commitments will terminate, on the date that is five years after the Closing Date; provided that the Senior Secured Facilities Documentation shall provide the right of individual Revolving Lenders to agree to extend the maturity of their Revolving Commitments and Revolving Loans upon the request of the Borrower and without the consent of any other Bank Lender (as further described below).

The Senior Secured Facilities Documentation shall contain customary “amend and extend” provisions pursuant to which any

individual Bank Lender may agree to extend (which may include, among other things, an increase in the interest rates payable with respect to such extended loans, which such extensions shall not be subject to any “default stopper”, financial tests or “most favored nation pricing provisions”) the maturity date of its outstanding commitments in respect of the Revolving Facility or under any Incremental Revolving Facility or in respect of any class of Term B Loans (including any Incremental Term B Loans), in each case, upon the request of the Borrower and without the consent of any other Bank Lender (it is understood that (i) no existing Bank Lender will have any obligation to commit to any such extension and (ii) each Bank Lender under the class being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Bank Lender under such class).

Guarantees:

All obligations of the Borrower (the “Obligations”) under (i) the Senior Secured Facilities, (ii) interest rate protection, commodity trading or hedging, currency exchange or other non-speculative hedging or swap arrangements permitted under the Senior Secured Facilities Documentation (other than any obligation of any Guarantor to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (a “Swap”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Credit Party of a security interest to secure, such Swap (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof)) entered into with (A) the Bank Administrative Agent, any Arranger, any Bank Lender or any affiliate of the Bank Administrative Agent or a Bank Lender at the time entered into or (B) any entity that was, or whose affiliate was, the Bank Administrative Agent, an Arranger or a Bank Lender on the Closing Date (the “Hedging Arrangements”) and (iii) cash management and treasury arrangements entered into with the Bank Administrative Agent, any Arranger, any Bank Lender or any affiliate of the Bank Administrative Agent, an Arranger or a Bank Lender at the time entered into (“Treasury Arrangements”) will be unconditionally guaranteed jointly and severally on an equal priority senior secured basis (the “Guarantees”) by each existing and subsequently acquired or organized direct or indirect wholly owned U.S. restricted subsidiary of the Borrower (other than any such subsidiary (a) that is a subsidiary of a non-U.S. subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”), (b) that is a U.S. subsidiary that has no material assets other than the equity of one or more direct or indirect non-U.S. subsidiaries that are CFCs, (c) that

has been designated as an unrestricted subsidiary, (d) that is below a materiality threshold (based on assets or revenues) to be agreed, (e) that is not permitted by law, regulation or contract existing on the Closing Date or on the date any such subsidiary is acquired (so long as in respect of any such contractual prohibition such prohibition is not incurred in contemplation of such acquisition) to provide such guarantee, or would require governmental (including regulatory) consent, approval, license or authorization to provide such guarantee, (unless such consent, approval, license or authorization has been received), (f) that is a special purpose entity, (g) any restricted subsidiary acquired pursuant to a Permitted Acquisition (to be defined in a manner consistent with the Documentation Principles) financed with secured indebtedness not incurred in contemplation of such Permitted Acquisition permitted to be incurred pursuant to the Senior Secured Facilities Documentation as assumed indebtedness (and not incurred in contemplation of such Permitted Acquisition) and any restricted subsidiary thereof that guarantees such indebtedness, in each case to the extent such secured indebtedness prohibits such subsidiary from becoming a Guarantor) and (h) Newco) (the “Guarantors”; and together with the Borrower, the “Credit Parties”). In addition, certain subsidiaries may be excluded from the guarantee requirements under the definitive documentation related to the Senior Secured Facilities in circumstances where the Borrower and the Bank Administrative Agent reasonably agree that the cost of providing such a guarantee (including any adverse tax consequences) is excessive in relation to the value afforded thereby.

Unrestricted Subsidiaries:

The Senior Secured Facilities Documentation will contain provisions pursuant to which, subject to limitations on loans, advances, guarantees and other investments in, unrestricted subsidiaries, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary so long as, after giving effect to any such designation or re-designation, (a) the Borrower shall be in pro forma compliance with the Financial Covenant recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, (b) the fair market value of such subsidiary at the time it is designated as an “unrestricted subsidiary” shall be treated as an investment by the Borrower at such time and (c) no event of default under the Senior Secured Facilities Documentation has occurred or is continuing or would exist after giving effect thereto. Unrestricted subsidiaries will be excluded from the guarantee requirements and will not be subject to the representations and warranties, covenants, events of default or other provisions of the Senior Secured Facilities Documentation, and the results of operations and indebtedness of

unrestricted subsidiaries will not be taken into account for purposes of calculating any financial metric contained in the Senior Secured Facilities Documentation except to the extent of distributions received therefrom.

Security:

Subject to the limitations set forth below in this section, and, on the Closing Date, the Funding Conditions Provision, the Obligations, the Guarantees and any Hedging Arrangements or Treasury Arrangements will be secured by substantially all of the present and after acquired assets of each of the Credit Parties (collectively, but excluding the Excluded Assets (as defined below), the “Collateral”), including, (a) a perfected first priority pledge of all the capital stock of each direct, wholly owned material restricted subsidiary held by any Credit Party (which pledge, in the case of any foreign subsidiary of a U.S. Credit Party or a subsidiary of the type described in clause (b) under the heading “Guarantees”) shall be limited to 65% of the voting capital stock and 100% of the non-voting capital stock of such subsidiary) and (b) a perfected first priority security interest in substantially all other tangible and intangible assets of the Credit Parties (including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, real property, intellectual property and the proceeds of the foregoing).

Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) any fee owned real property with a value of less than an amount to be agreed (with all required mortgages being permitted to be delivered post-closing) and all real property leasehold interests (including requirements to deliver landlord lien waivers, estoppels and collateral access letters), (ii) motor vehicles and other assets subject to certificates of title, letter of credit rights (other than to the extent such rights can be perfected by filing a UCC-1) and commercial tort claims below a threshold to be agreed, (iii) those assets over which the granting of security interests in such assets would be prohibited by applicable law or regulation (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code or other applicable law, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any governmental authority (unless such consent has been received) or would result in materially adverse tax consequences as reasonably determined in writing by the Borrower and the Bank Administrative Agent, (iv) any foreign collateral or credit support (iv) margin stock and, to the extent requiring the consent of one or more third parties (other than the Borrower or any Guarantor) or prohibited by the terms of any

applicable organizational documents, joint venture agreement or shareholders’ agreement, equity interests in any person other than wholly owned material restricted subsidiaries, (v) those assets as to which the Bank Administrative Agent and the Borrower reasonably determine in writing that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Bank Lenders of the security to be afforded thereby, (vi) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (vii) any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangement (in each case to the extent permitted under the Senior Secured Facilities Documentation) to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money, capital lease or similar arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition, (viii) equity interests in Newco and (ix) other exceptions to be mutually agreed or that are usual and customary for facilities of this type consistent with the Documentation Principles. The foregoing described in clauses (i) through (ix) are, collectively, the “Excluded Assets”.

No actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required to be taken to create any security interests in assets located or titled outside of the U.S. or to perfect or make enforceable any security interests in any assets located or titled outside of the U.S. (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non U.S. jurisdiction) and no control agreements or other control arrangements shall be required with respect to letter-of-credit rights, electronic chattel paper or any assets requiring perfection through control agreements (including without limitation deposit accounts and other bank or securities accounts). All the above-described pledges, security interests and mortgages shall be created on terms in the Senior Secured Facilities Documentation, and none of the Collateral or other assets of the Credit Parties shall be subject to other pledges, security interests or mortgages, subject to customary exceptions for financings of this kind consistent with the Documentation Principles.

Intercreditor Agreement:

The relative rights and priorities in the Collateral for the secured parties under (a) the Senior Secured Facilities and (b) the

Secured Bridge Loans will be set forth in a customary intercreditor agreement as between the Bank Administrative Agent, on the one hand, and the Bridge Administrative Agent, on the other hand (the “Intercreditor Agreement”) and being reasonably satisfactory to the Bank Administrative Agent, the Bridge Administrative Agent and the Borrower pursuant to which Intercreditor Agreement the liens on the Collateral securing the Senior Secured Facilities will be pari passu with the liens on the Collateral securing the Secured Bridge Loans.

Mandatory Prepayments:

The Term B Loans shall be prepaid with (a) 100% of the net cash proceeds received from the incurrence of indebtedness by the Borrower or any of its domestic restricted subsidiaries (other than indebtedness permitted under the Senior Secured Facilities) and (b) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property (including casualty and condemnation events) by the Borrower and its restricted subsidiaries, other than any sale or disposition of equity interests of Newco or of the shares of the capital stock of the Company acquired in the Stock Buy-Back, and in each case subject to the right of the Borrower to reinvest such proceeds if such proceeds are reinvested (or committed to be reinvested) within 12 months and, if so committed to reinvestment, reinvested within 6 months thereafter, and other exceptions to be agreed upon. Notwithstanding the foregoing, mandatory prepayments with respect to clause (b) above shall be limited to the extent that the Borrower determines that such prepayments would either (i) result in adverse tax consequences related to the repatriation of funds in connection therewith by foreign subsidiaries or (ii) be prohibited or delayed by applicable law. Within the Term B Facility, mandatory prepayments shall be applied to the scheduled installments of principal of the Term B Facility in direct order of maturity. Any Term B Lender may elect not to accept any mandatory prepayment made pursuant to clause (a) or (b) above (each a “Declining Lender”). Any prepayment amount declined by a Declining Lender, subject to any prepayment requirements of the Notes and/or Bridge Facilities, may be retained by the Borrower.

Voluntary Prepayments:

Solely to the extent that such prepayment (including repricings or refinancings) is made with the proceeds of new indebtedness whose yield (taking into account any applicable interest rate margin, original issue discount, up-front fees and any LIBOR “floor”) is lower than the yield applicable to the Term B Facility immediately prior to such prepayments, voluntary prepayments, repricings or refinancings of the Term B Facility (but excluding any prepayments, repricings or refinancings in connection with a change of control) made prior to the 6-month anniversary of the Closing Date shall be made at 101.0% of the amount so prepaid, repaid, repriced or refinanced.

Subject to the above, voluntary reductions of the unutilized portion of the Revolving Commitments and prepayments of borrowings under the Senior Secured Facilities will be permitted at any time, in minimum principal amounts to be agreed upon, without premium or penalty, subject to reimbursement of the Bank Lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period. All voluntary prepayments of the Term B Facility and any Incremental Term Facility will be applied to the remaining amortization payments under the Term B Facility or such Incremental Term Facility, as directed by the Borrower (and absent such direction, in direct order of maturity thereof), including to any class of extending or existing Loans in such order as the Borrower may designate, and shall be applied to either the Term B Facility or any Incremental Term Facility as determined by the Borrower.

Senior Secured Facilities Documentation:

The definitive documentation for the Term B Facility and the Revolving Facility (collectively, the “Senior Secured Facilities Documentation”) will be “covenant-lite” with incurrence-based covenants consistent with and substantially similar to the corresponding terms of the Notes Offering (with reasonable modifications to the mechanical and agency provisions to reflect the administrative guidelines and practices of the Bank Administrative Agent), and will contain the terms set forth in this Annex B and, to the extent not specified in Annex B, such other terms as are customary for similar financings of comparable issuers as modified to reflect the operational and strategic requirements of the Borrower and its subsidiaries in light of their size, industries, businesses and business practices, operations, financial accounting and projections, and will otherwise be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date (such requirements, the “Documentation Principles”). The Senior Secured Facilities Documentation shall contain only those payments, conditions to borrowing, mandatory prepayments, representations and warranties, covenants and events of default expressly set forth in this Annex B, in each case applicable to the Borrower and its restricted subsidiaries and with standards, definitions, qualifications, thresholds, exceptions, baskets and grace periods consistent with the Documentation Principles.

Conditions Precedent to Initial Borrowing:

The availability of the initial borrowing and other extensions of credit under the Senior Secured Facilities will be subject solely to (i) the applicable conditions set forth in Annex D to the Commitment Letter, (ii) accuracy of representations and warranties in all material respects (provided that any such representations and warranties which are qualified by

materiality, material adverse effect or similar language shall be true and correct in all respects), (iii) absence of defaults or events of default and (iv) the delivery of a customary borrowing notice.

Conditions Precedent to All Subsequent Borrowings:

After the Closing Date, each extension of credit will be conditioned upon: delivery of notice, accuracy of representations and warranties in all material respects (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects) and absence of defaults or events of default, provided that if the compliance certificate for the most recently ended fiscal quarter for which financial statements have been delivered does not include a calculation of the Financial Covenant (as defined below) because the Financial Covenant was not required to be tested as of the last day of such fiscal quarter, the making of any Revolving Loan or issuance of letter of credit shall be subject to delivery of the calculation of the Financial Covenant as of the last day of such fiscal quarter demonstrating compliance with the applicable Financial Covenant level as of the last day of such fiscal quarter (on an actual, and not a pro forma, basis).

Representations and Warranties:

Limited to the following: organizational status; power and authority, qualification, execution, delivery and enforceability of Senior Secured Facilities Documentation; with respect to the execution, delivery and performance of the Senior Secured Facilities Documentation, no violation of, or conflict with, law, charter documents or material agreements; compliance with law; litigation; margin regulations; material governmental approvals with respect to the execution, delivery and performance of the Senior Secured Facilities; Investment Company Act; PATRIOT Act; accuracy of disclosure and financial statements; since the Closing Date, no Material Adverse Effect (as defined below) (it being understood that, for purposes of the initial borrowing and other extensions of credit on the Closing Date, such definition shall be Company Material Adverse Effect (as defined in Section 2 of the Commitment Letter)); taxes; ERISA; FCPA; OFAC; insurance; subsidiaries; intellectual property; creation, validity and perfection of security interests; environmental laws; properties; consolidated closing date solvency; use of proceeds; and status as senior debt; subject, in the case of each of the foregoing representations and warranties, to qualifications and limitations for materiality consistent with the Documentation Principles.

“Material Adverse Effect” shall mean a circumstance or condition that has, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, operations, or financial condition of the Borrower and its subsidiaries, taken as

a whole, (b) the ability of the Borrower and the other Credit Parties, taken as a whole, to perform their payment obligations under the Senior Secured Facilities Documentation or (c) the material rights and remedies of the Bank Administrative Agent and the Bank Lenders under the Senior Secured Facilities Documentation.

Affirmative Covenants:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries): delivery of annual and quarterly financial statements and other information (with 90 days for delivery of the annual financial statements and 45 days for the first three quarterly financial statements), and with annual financial statements to be accompanied by an audit opinion from nationally recognized auditors that is not subject to qualification as to “going concern” or the scope of such audit other than solely with respect to, or resulting solely from (i) an upcoming maturity date under the Revolving Facility occurring within one year from the time such opinion is delivered or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period; delivery of notices of defaults and certain material events; maintenance of organizational existence and rights and privileges; maintenance of insurance; payment of taxes; compliance with laws; ERISA; environmental; transactions with affiliates; changes in fiscal year; Lender calls (which can be the same as public earnings calls); additional guarantors and collateral; use of proceeds; changes in lines of business; inspection of books and records; maintenance of ratings (but no specific ratings); a passive activity covenant with respect to Newco (including no operations or assets other than the holding of the capital stock of the Company subject to the Stock Buy-Back, and a requirement to dividend back to the Company any dividends on capital stock it may receive); and further assurances; subject, in the case of each of the foregoing covenants, to exceptions and qualifications consistent with the Documentation Principles.

Negative Covenants:

Limited to (to be applicable to the Borrower and its restricted subsidiaries): limitations on the incurrence of debt (which shall permit (i) incremental credit facilities, (ii) (x) unsecured indebtedness and (y) acquired indebtedness, in each case subject to pro forma compliance with a fixed charge coverage ratio test of 2.25:1.00, (iii) exceptions for purchase money indebtedness and capital leases up to an amount to be agreed and (iv) a general basket in an amount to be agreed); liens (which shall not apply to any margin stock); fundamental changes; restrictions on subsidiary distributions and negative pledges (which shall not apply to any margin stock); asset sales (which shall be permitted subject to (i) a 75% cash consideration requirement (with the ability to designate certain non-cash assets as cash) and (ii) a fair market value requirement and compliance with mandatory

prepayments); transactions with affiliates; changes in fiscal year; and restricted payments (including dividends, acquisitions and other investments and prepayment of subordinated debt)) (which covenant will include the following exceptions and baskets: (i) a general basket, (ii) a carve-out permitting dividends consistent with past practice (including an annual growth factor up to 7.5%), (iii) a basket for investments in restricted subsidiaries that are not Guarantors and (iv) a basket based on the sum of (a) 50% of Consolidated Net Income, (b) 100% of qualified equity proceeds and (c) other amounts to be determined); subject, in the case of each of the foregoing covenants, to exceptions, qualifications and, as appropriate, baskets to be agreed upon consistent with the Documentation Principles.

Financial Covenants:

With respect to the Term B Facility: None.

With respect to the Revolving Facility: Limited to the following financial maintenance covenant (the “Financial Covenant”): a maximum Senior Secured Net Leverage Ratio.

The Financial Covenant (x) will be tested quarterly commencing with the first full fiscal quarter to occur after the Closing Date; provided that the Financial Covenant shall be tested only if Revolving Loans (including the aggregate amount of swingline loans and the aggregate face amount of letters of credit then outstanding under the Revolving Facility to the extent not cash collateralized, but excluding (i) letters of credit existing on the Closing Date and any extensions thereof, replacement letters of credit or letters of credit issued in lieu thereof, in each case, to the extent the face amount of such letters of credit is not increased above the face amount of the letter of credit being extended, replaced or substituted (it being understood and agreed that in no event shall the aggregate principal amount of letters of credit excluded pursuant to this clause (i) be more than an amount to be mutually agreed) and (ii) other non-cash collateralized letters of credit in an aggregate amount not to exceed an amount to be mutually agreed) are or would be outstanding in an amount exceeding 15% of the total facility amount of the Revolving Facility and (y) will be set at a level of 2.50:1.00 for each fiscal quarter .

“EBITDA” shall be defined in a manner consistent with the Documentation Principles and in any event shall include, without limitation, add-backs, deductions and adjustments, as applicable, without duplication, for (a) non-cash items, (b) extraordinary, unusual or non-recurring items, (c) restructuring charges and related charges, (d) pro forma adjustments, pro forma cost savings, operating expense reductions and cost synergies, in each case, related to mergers and other business combinations, acquisitions, divestitures and other similar transactions

(including in respect of the pro forma adjustments and addbacks set forth in clause (c) above) consummated by the Borrower and projected by the Borrower in good faith to result from actions taken or expected to be taken (in the good faith determination of the Borrower) within six fiscal quarters after the date any such transaction is consummated so long as such pro forma adjustments, pro forma cost savings, operating expense reductions and cost synergies are reasonably identifiable and factually supportable, (e) “run rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to result from actions either taken or expected to be taken within 18 months after the date of determination to take such action, so long as such cash savings and synergies are reasonably identifiable and factually supportable and (f) adjustments and add backs reasonably agreed with the Arrangers to be reflected in the Confidential Information Memorandum provided by the Company.

Events of Default:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries): nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross default and cross acceleration to material indebtedness; bankruptcy and insolvency of the Borrower or any of its significant restricted subsidiaries; material monetary judgments against the Borrower or any of its significant restricted subsidiaries; ERISA events; actual or asserted invalidity of material guarantees or security documents or any security interest purported to be created thereunder (including failure to be perfected on a first-priority basis subject to certain customary exceptions); and change of control, subject to threshold, notice and grace period provisions consistent with the Documentation Principles.

Notwithstanding the foregoing, (x) only lenders holding at least a majority of the Revolving Commitments and Revolving Loans shall have the ability to (and be required in order to) amend the Financial Covenant and waive a breach of the Financial Covenant, and (y) a breach of the Financial Covenant shall not constitute an event of default with respect to the Term B Facility or trigger a cross-default under the Term B Facility until the date on which the Revolving Loans (if any) have been accelerated or the Revolving Commitments have been terminated, in each case, by the Revolving Lenders in accordance with the terms of the Revolving Facility.

Voting:

Amendments and waivers of the Senior Secured Facilities Documentation will require the approval of Bank Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Senior Secured Facilities held by the

Bank Lenders (other than Defaulting Bank Lenders) (the “Required Lenders”), except that (i) the consent of each Bank Lender directly and adversely affected thereby shall be required with respect to: (A) increases in the commitment of such Bank Lender, (B) reductions of principal, interest or fees owing to such Bank Lender, (C) extensions or postponement of final maturity, and (D) releases of all or substantially all the value of the Guarantees or releases of liens on all or substantially all of the Collateral, (ii) the consent of 100% of the Bank Lenders will be required with respect to modifications to any of the voting percentages that result in a decrease of voting rights for Bank Lenders and (iii) customary protections for the Bank Administrative Agent, the Swingline Lender and the Issuing Lenders will be provided.

Notwithstanding the foregoing, amendments and waivers of the Financial Covenant will be subject to the second paragraph under “Events of Default” above.

The Senior Secured Facilities shall contain provisions permitting the Borrower to replace (i) non-consenting Bank Lenders in connection with amendments and waivers requiring the consent of all Bank Lenders or of all Bank Lenders directly affected thereby so long as the Required Lenders shall have consented thereto and (ii) Defaulting Bank Lenders.

Cost and Yield Protection:

The Senior Secured Facilities Documentation will include tax gross-up, cost and yield protection provisions substantially consistent with the Documentation Principles (including with respect to the Dodd-Frank Act and the Basel Committee on Banking Regulations and Supervisory Practices). The Senior Secured Facilities shall contain provisions regarding the timing for asserting a claim under the cost and yield protection provisions and permitting the Borrower to replace a Bank Lender who asserts such claim without premium or penalty.

Assignments and Participations:

The Bank Lenders will be permitted to assign (a) Term B Loans with the consent of the Borrower (not to be unreasonably withheld or delayed and such consent shall be deemed to be given after 10 business days’ notice of a failure to respond) and (b) Revolving Commitments with the consent of the Borrower (not to be unreasonably withheld or delayed and, in each case, such consent shall be deemed to be given after 10 business days’ notice of a failure to respond), the Swingline Lender and each Issuing Lender; provided that no consent of the Borrower shall be required (i) after the occurrence and during the continuance of a payment or bankruptcy event of default (with respect to the Borrower) or (ii) for assignments of Term B Loans to any existing Bank Lender or an affiliate of an existing Bank Lender or an approved fund. All assignments will require the consent of

the Bank Administrative Agent unless such assignment is an assignment of Term B Loans to another Bank Lender, an affiliate of a Bank Lender or an approved fund, not to be unreasonably withheld or delayed. Assignments to natural persons and Disqualified Lenders shall be prohibited. Each assignment will be in an amount of an integral multiple of $1.0 million with respect to the Term B Facility and $5.0 million with respect to the Revolving Facility or, in each case, if less, all of such Bank Lender’s remaining loans and commitments of the applicable class. Assignments will not be required to be pro rata among the Senior Secured Facilities. The Bank Administrative Agent shall receive a processing and recordation fee of $3,500 for each assignment (unless waived by the Bank Administrative Agent).

The Bank Lenders will be permitted to sell participations in the Senior Secured Facilities without restriction, other than as set forth in the next sentence, and in accordance with applicable law. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments participated to such participants, (b) reductions of principal, interest or fees, (c) extensions of final maturity or the scheduled date of any principal, interest or fees and (d) releases of all or substantially all of the value of the Guarantees or all or substantially all of the Collateral.

The Senior Secured Facilities Documentation shall provide that Term B Loans may be purchased and assigned on a non-pro rata basis through (a) open market purchases and (b) Dutch auction or similar procedures to be agreed that are offered to all Lenders on a pro rata basis in accordance with customary procedures to be agreed and subject to customary restrictions to be agreed (including, without limitation, (1) no default or event of default has occurred and is continuing, (2) the Borrower and any other affiliates of the Borrower shall be eligible assignees with respect to Term B Loans only and (3) such open market purchases and Dutch auctions shall be subject to customary provisions regarding the absence of material non-public information with respect to the business of the Borrower and its subsidiaries); provided that any such Term B Loans acquired by the Borrower or any of its respective subsidiaries shall be retired and cancelled promptly upon acquisition thereof.

Expenses and Indemnification:

The Senior Secured Facilities Documentation will provide customary and appropriate provisions relating to indemnity and related matters in a form reasonably satisfactory to the Bank Lead Arrangers, the Bank Administrative Agent and the Lenders.

Governing Law and Forum:

New York.

Counsel to the Agents:

Cahill Gordon & Reindel LLP.

Interest Rates:

The interest rates under the Senior Secured Facilities will be as follows:

Revolving Facility

At the option of the Borrower, initially, LIBOR plus 2.50% or ABR plus 1.50%. From and after the delivery by the Borrower to the Bank Administrative Agent of financial statements for the period ending at least one full fiscal quarter following the Closing Date, the applicable margins under the Revolving Facility shall be subject to a step-down to LIBOR plus 2.25% or ABR plus 1.25% based upon achievement of a Senior Secured Net Leverage Ratio to be mutually agreed.

Term B Facility

At the option of the Borrower, initially, LIBOR plus 2.75% or ABR plus 1.75%.

All Senior Secured Facilities

The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if available to all relevant Bank Lenders, 12 months or a shorter period) for LIBOR borrowings.

Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate) and interest shall be payable at the end of each interest period and, in any event, at least every 3 months and on the applicable maturity date.

ABR is the highest of (i) the rate of interest publicly announced by the Bank Administrative Agent as its prime rate in effect at its principal office in New York City (the “Prime Rate”), (ii) the federal funds effective rate from time to time plus 0.50% and (iii) LIBOR (after taking account of any applicable floor) applicable for an interest period of one month plus 1.00%.

LIBOR is the London interbank offered rate for dollars, for the relevant interest period; provided that, solely with respect to the Term B Facility, LIBOR shall be deemed to be no less than 0.75% per annum.

Letter of Credit Fees:

A per annum fee equal to the spread over LIBOR (less the fronting fee described below) under the Revolving Facility will accrue for the account of Revolving Lenders (other than Defaulting Bank Lenders) on the aggregate face amount of outstanding Letters of Credit, payable in arrears at the end of

each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to such Revolving Lenders pro rata in accordance with the amount of each such Revolving Lender’s Revolving Commitment. In addition, the Borrower shall pay to the relevant Issuing Lender, for its own account, (a) a fronting fee equal to 0.125% of the aggregate face amount of outstanding Letters of Credit or such other amount as may be agreed by the Borrower and such Issuing Lender, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

Revolving Commitment Fees:

Initially, 0.375% per annum on the undrawn portion of the Revolving Commitments, payable to non-Defaulting Bank Lenders quarterly in arrears after the Closing Date and upon the termination of the Revolving Commitments, calculated based on the number of days elapsed in a 360-day year.

From and after the delivery by the Borrower to the Bank Administrative Agent of financial statements for the period ending at least one full fiscal quarter following the Closing Date, the commitment fees under the Revolving Facility shall be subject to a stepdown to 0.25% based upon achievement of a Senior Secured Net Leverage Ratio to be mutually agreed.

Borrower:

The Borrower under the Senior Secured Facilities (the “Borrower”).

Joint Lead Arrangers and Joint Lead Bookrunners:

J.P. Morgan Securities LLC (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates) (“Merrill Lynch”), in each case in its capacity as Joint Lead Arranger and Joint Bookrunner  (together with any Additional Arrangers appointed in accordance with Section 1 of the Commitment Letter, collectively, the “Bridge Lead Arrangers” or, the “Arrangers”).

Syndication Agent:

Merrill Lynch, in its capacity as syndication agent (the “Syndication Agent”).

Bridge Administrative Agent:

JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacity as administrative agent (the “Bridge Administrative Agent”).

Lenders:

JPMCB, Bank of America, N.A. (“Bank of America”) and/or other financial institutions selected by the Bridge Lead Arrangers reasonably acceptable to the Borrower (each, an “Unsecured Bridge Lender” and, collectively, the “Unsecured Bridge Lenders” and together with the “Bank Lenders” and the Secured Bridge Lenders, the “Lenders”).

Amounts of Bridge Loans:

$1,500 million in aggregate principal amount of senior unsecured increasing rate loans, less the amount of gross proceeds from any sale of Unsecured Notes received on the Closing Date (the “Unsecured Bridge Loans”). $1,000 million of Unsecured Bridge Loans shall be designated “Eight Year Bridge Loans”, and $500 million of the Unsecured Bridge Loans shall be designated as “Ten Year Bridge Loans”.

Availability:

The Unsecured Bridge Lenders will make the Unsecured Bridge Loans on the Closing Date. Amounts borrowed under the Unsecured Bridge Facility that are repaid or prepaid may not be reborrowed.

Use of Proceeds:

The proceeds of the Unsecured Bridge Loans will be used by the Borrower on the Closing Date, together with the proceeds of borrowings under the Senior Secured Facilities, the proceeds of borrowings under the Secured Bridge Facility, the proceeds from

the issuance of Notes, and cash on hand of the Borrower, to fund the Stock Buy-Back.

Ranking:

The Unsecured Bridge Loans, the Guarantee and all obligations with respect thereto will be senior obligations and rank pari passu in right of payment with all of the Borrower’s and the Guarantors’ existing and future senior obligations (including the obligations under the Senior Secured Facilities).

Guarantees:

All obligations of the Borrower under the Unsecured Bridge Facility will be jointly and severally guaranteed by each Guarantor (as defined in Exhibit B to the Commitment Letter), on a senior basis (such guarantees, the “Bridge Guarantees”). The Bridge Guarantees will automatically be released upon the release of the corresponding guarantees of the Senior Secured Facilities. The Bridge Guarantees will rank equal in right of payment with the guarantees of the Senior Secured Facilities.

Security:

None.

Conversion into Rollover Loans:

If the Unsecured Bridge Loans have not been previously prepaid in full for cash on or prior to the Conversion Date, the principal amount of the Unsecured Bridge Loans outstanding on the Conversion Date may, subject to no payment or bankruptcy event of default and the other conditions precedent set forth in this Annex C, be converted into (i) with respect to Eight Year Bridge Loans, senior unsecured rollover loans that will mature on the eighth anniversary of the Closing Date and (ii) with respect to the Ten Year Bridge Loans, senior unsecured rollover loans that will mature on the tenth anniversary of the Closing Date (collectively, the “Unsecured Rollover Loans”).

Exchange into Exchange Notes:

At any time and from time to time, on or after the Conversion Date, upon reasonable prior written notice and in a minimum principal amount of at least $100.0 million, the Unsecured Rollover Loans may be exchanged, in whole or in part, at the option of the applicable Lender or Lenders, for senior exchange notes (the “Exchange Notes”), in a principal amount equal to the principal amount of the Unsecured Bridge Loans so exchanged and having the same maturity date as the Unsecured Bridge Loans so exchanged. To the extent Eight Year Bridge Loans are exchanged, the Exchange Notes will be unsecured and have a maturity date eight years from the Closing Date (the “Eight Year Exchange Notes”) and to the extent Ten Year Bridge Loans are exchanged, the Exchange Notes will be unsecured and have a maturity date ten years from the Closing Date (the “Ten Year Exchange Notes”).

The Exchange Notes will be issued pursuant to an indenture (the “Indenture”) that will have the terms set forth on Exhibit 1 to this Annex C.

Demand Failure Event:

Any failure to comply with the terms of a Securities Demand (as defined in the Fee Letter) for any reason will be deemed to be a “Demand Failure Event” (as defined in the Fee Letter) under the Unsecured Bridge Facility Documentation.

Interest Rate:

Until the earlier of (i) the first anniversary of the Closing Date or (ii) the occurrence of a Demand Failure Event (such earlier date, the “Conversion Date”), the Unsecured Bridge Loans will bear interest at a floating rate, reset quarterly, as follows: (x) for the first three-month period commencing on the Closing Date, (1) the Eight Year Bridge Loans will bear interest at a rate per annum equal to LIBOR (subject to a floor of 0.75% per annum) plus 5.50% and (2) the Ten Year Bridge Loans will bear interest at a rate per annum equal to LIBOR (subject to a floor of 0.75% per annum) plus 6.125%; provided that, in each case, such interest rate spread shall increase by 25 basis points per annum if the Borrower shall have not received a public corporate credit rating of at least BB by S&P and a public family rating of at least Ba2 by Moody’s (in each case, with an outlook of stable or better) and (y) thereafter, interest on the Unsecured Bridge Loans will be payable at a floating per annum rate equal to the interest rate applicable during the prior three-month period, in each case plus the Bridge Spread, reset at the beginning of each subsequent three-month period. The “Bridge Spread” will initially be 50 basis points (commencing three months after the Closing Date) and will increase by an additional 50 basis points every three months thereafter. Notwithstanding the foregoing, at no time will the per annum interest rate on the Unsecured Bridge Loans exceed the applicable Total Cap (as defined in the Fee Letter) then in effect (plus default interest, if any).

From and after the Conversion Date, the Unsecured Bridge Loans will bear interest at a fixed rate equal to the applicable Total Cap (plus default interest, if any).

Prior to the Conversion Date, interest will be payable at the end of each interest period. Accrued Interest shall also be payable in arrears on the Conversion Date and on the date of any prepayment of the Unsecured Bridge Loans. From and after the Conversion Date, interest will be payable quarterly in arrears and on the date of any prepayment of the Unsecured Bridge Loans.

After the occurrence and during the continuance of an event of default, interest on all overdue amounts then outstanding will accrue at a rate equal to the applicable rate set forth above, plus

an additional two percentage points (2.00%) per annum and will be payable on demand.

Funding Protection:

Customary for transactions of this type, including breakage costs, gross-up for withholding, compensation for increased costs and compliance with capital adequacy and other regulatory restrictions.

Mandatory Prepayment:

Prior to the Conversion Date, the net proceeds to the Borrower, from (a) any direct or indirect public offering or private placement of any debt or equity securities (other than issuances pursuant to employee stock plans or any sale or disposition of equity interests of Newco or the shares of the capital stock of the Company acquired in the Stock Buy-Back), (b) any future bank borrowings (other than pursuant to the Senior Secured Facilities and any refinancings or replacements thereof) and (c) subject to certain ordinary course exceptions and reinvestment rights, any future asset sales or other dispositions of property (including casualty and condemnation events) by the Borrower and its restricted subsidiaries, other than any sale or disposition of equity interests of Newco or of the shares of the capital stock of the Company acquired in the Stock Buy-Back, will be used to repay the Unsecured Bridge Loans, in excess of amounts either reinvested or required to be paid to the lenders under the Senior Secured Facilities.  Any proceeds from the issuance of Notes purchased by a Lender or one or more of its affiliates will be applied, first, to refinance the Unsecured Bridge Loans held at that time by such Lender, and second, in accordance with the pro rata provisions otherwise applicable to prepayments. Notwithstanding the foregoing, mandatory prepayments under clause (c) above shall be limited to the extent that the Borrower determines that such prepayments may either (i) result in adverse tax consequences related to the repatriation of funds in connection therewith by foreign subsidiaries or (ii) be prohibited or delayed by applicable law.

Nothing in these mandatory prepayment provisions will restrict or prevent any holder of Unsecured Bridge Loans from exchanging Unsecured Bridge Loans for Unsecured Exchange Notes on or after the Conversion Date.

Change of Control:

Upon the occurrence of a Change of Control (to be defined),  the Borrower will be required to prepay in full all outstanding Unsecured Bridge Loans at par plus accrued interest to the date of prepayment plus with respect to any Unsecured Bridge Loans so prepaid on or after the Conversion Date, a 1.0% prepayment premium.  Prior to making any such prepayment, the Borrower will, within 30 days of the Change of Control, repay all obligations under the Senior Secured Facilities or obtain any required consent of the lenders under the Senior Secured

Facilities to make such prepayment of the Unsecured Bridge Loans.  From and after the Conversion Date, each holder of Unsecured Bridge Loans may elect to accept or waive a prepayment such holder is otherwise entitled to receive pursuant to this paragraph.

Voluntary Prepayment:

Prior to the Conversion Date, the Unsecured Bridge Loans may be prepaid, in whole or in part, at par plus accrued and unpaid interest upon not less than five days’ prior written notice, at the option of the Borrower at any time.

From and after the Conversion Date, and prior to the maturity thereof, Unsecured Bridge Loans may be prepaid, in whole or in part, at the option of the Borrower, at any time (except as provided below) upon five days’ prior written notice at par plus accrued interest to the date of repayment plus the Applicable Premium. The “Applicable Premium” will be (A) with respect to the Ten Year Bridge Loans, (i) a make-whole premium based on the applicable treasury rate plus 50 basis points prior to the fifth anniversary of the Closing Date, (ii) one-half of the then-prevailing interest rate on the Ten Year Bridge Loans from and including the fifth anniversary of the Closing Date to and including the sixth anniversary of the Closing Date and (iii) declining to one-quarter of the then-prevailing interest rate on the Ten Year Bridge Loans on the sixth anniversary of the Closing Date, to one-eighth of the then-prevailing interest rate on the Ten Year Bridge Loans on the seventh anniversary of the Closing Date and to zero on the eighth anniversary of the Closing Date and (B) with respect to the Eight Year Bridge Loans, (i) a make-whole premium based on the applicable treasury rate plus 50 basis points prior to the third anniversary of the Closing Date, (ii) three-quarters of the then-prevailing interest rate on the Eight Year Bridge Loans from and including the third anniversary of the Closing Date to and including the fourth anniversary of the Closing Date and (iii) declining to one-half of the then-prevailing interest rate on the Eight Year Bridge Loans on the fourth anniversary of the Closing Date, to one-quarter of the then-prevailing interest rate on the Eight Year Bridge Loans on the fifth anniversary of the Closing Date and to zero on the sixth anniversary of the Closing Date.

Unsecured Bridge Facility

Documentation:

The Facility Documentation for the Unsecured Bridge Facility (the “Unsecured Bridge Facility Documentation”) shall be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date, shall contain the terms and conditions set forth in this Annex C and, to the extent not specified in this Annex C, such other terms as are customarily found in high yield indentures as modified to reflect the operational and strategic requirements of the Borrower and

its subsidiaries in light of their size, industries, businesses and business practices, operations, financial accounting and projections, with such customary changes to reflect the interim nature of the Unsecured Bridge Facility (collectively, the “Unsecured Bridge Documentation Principles”). The Unsecured Bridge Facility Documentation shall contain only those payments, conditions to borrowing, mandatory prepayments, representations and warranties, covenants and events of default expressly set forth in this Annex C, in each case applicable to the Borrower and its restricted subsidiaries and with standards, definitions, qualifications, thresholds, exceptions, “baskets” and grace periods consistent with the Unsecured Bridge Documentation Principles; provided that, except to the extent expressly provided in this Annex C, in no event shall such terms be more restrictive than those contained in the Senior Secured Facilities Documentation.

Notwithstanding the foregoing, the only conditions to the availability of the Unsecured Bridge Facility on the Closing Date shall be the applicable conditions set forth in the Commitment Letter to which this term sheet is attached, the “Conditions Precedent to Borrowing” section below and in Annex E to the Commitment Letter.

Representations and Warranties:

The Unsecured Bridge Facility Documentation will contain representations and warranties which are usual and customary for financings of this kind, substantially similar to those for the Senior Secured Facilities and consistent with the Unsecured Bridge Documentation Principles.

Covenants:

The Unsecured Bridge Facility Documentation will contain the following covenants:  (a) customary affirmative covenants for financings of this kind, consistent with the Unsecured Bridge Documentation Principles; (b) customary incurrence-based negative covenants for financings of this kind consistent with the Unsecured Bridge Documentation Principles; provided that prior to the Conversion Date, the restricted payments and debt incurrence covenants in the Unsecured Bridge Facility Documentation shall be more restrictive; provided further that, prior to the Conversion Date, the Unsecured Bridge Facility Documentation may be more restrictive than the Senior Secured Facilities Documentation.  There will not be any financial maintenance covenants in the Unsecured Bridge Facility Documentation.

The Unsecured Bridge Facility Documentation will contain a covenant requiring the Borrower to comply with the terms of the Fee Letter, including any Take-out Notice (as defined in the Fee Letter) and any cooperation required in connection therewith.

Events of Default:

Limited to nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross acceleration to material indebtedness; bankruptcy or insolvency of the Borrower or its significant restricted subsidiaries; material monetary judgments; ERISA events; and actual or asserted invalidity of material guarantees, consistent in each case with the Unsecured Bridge Documentation Principles.

Conditions Precedent to

Borrowing:

The several obligations of the Unsecured Bridge Lenders to make, or cause one of their respective affiliates to make, the Unsecured Bridge Loans will be subject solely to (i) the applicable conditions referred to in the Commitment Letter and those set forth in Annex E to the Commitment Letter, (ii) accuracy of representations and warranties in all material respects (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects), (iii) absence of defaults or events of default and (iv) delivery of a customary borrowing notice.

Assignments and Participations:

The Unsecured Bridge Lenders will have the right to assign Unsecured Bridge Loans after the Closing Date without the consent of the Borrower; provided, however, that prior to the date that is one year after the Closing Date and so long as a Demand Failure Event has not occurred and no payment or bankruptcy event of default shall have occurred and be continuing, the consent of the Borrower shall be required with respect to any assignment (such consent not to be unreasonably withheld or delayed) if, subsequent thereto, the Initial Lenders (together with their affiliates) would hold, in the aggregate, less than 51% of the outstanding Unsecured Bridge Loans.

The Unsecured Bridge Lenders will have the right to participate their Unsecured Bridge Loans, before or after the Closing Date, to other financial institutions without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have with regard to yield protection and increased costs, subject to customary limitations and restrictions.

The Unsecured Bridge Facility Documentation shall provide that Unsecured Bridge Loans may be purchased by the Borrower and assigned on a non-pro rata basis through customary Dutch auction procedures (so long as such purchases are offered to all Unsecured Bridge Lenders on a pro rata basis in accordance with customary procedures to be agreed and subject to customary restrictions to be agreed (including, without limitation, (1) no default or event of default has occurred and is continuing and (2)

such Dutch auctions shall be subject to customary provisions regarding the treatment of material non-public information with respect to the business of the Borrower and its subsidiaries)); provided that any such Unsecured Bridge Loans acquired by the Borrower or any of its subsidiaries shall be retired and cancelled promptly upon acquisition thereof.

Voting:

Amendments and waivers of the Unsecured Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Unsecured Bridge Loans, except that (a) the consent of each affected Lender will be required for (i) reductions of principal, interest rates or the Applicable Margin, (ii) extensions of the Maturity Date, (iii) additional restrictions on the right to exchange to Exchange Notes or any amendment of the rate of such exchange, (iv) any amendment to the Exchange Notes that requires (or would, if any Exchange Notes were outstanding, require) the approval of all holders of Exchange Notes and (v) subject to certain exceptions consistent with the Unsecured Bridge Documentation Principles, releases of all or substantially all of the value of the Guarantees (other than in connection with any release or sale of the relevant Guarantor permitted by the Unsecured Bridge Facility Documentation or Senior Secured Facilities Documentation), and (b) the consent of 100% of the Unsecured Bridge Lenders will be required with respect to modifications to any of the voting percentages.

Cost and Yield Protection:

The Unsecured Bridge Facility Documentation will include customary tax gross-up, cost and yield protection provisions substantially similar to those provisions for tax gross-up, cost and yield protection in the Senior Secured Facilities Documentation.

Indemnities:

The Unsecured Bridge Facility Documentation will provide customary and appropriate provisions relating to indemnity and related matters in a form reasonably satisfactory to the Bridge Lead Arrangers, the Bridge Administrative Agent and the Lenders.

Governing Law and Jurisdiction:

The Unsecured Bridge Facility Documentation will provide that the Borrower will submit to the exclusive jurisdiction and venue of the federal and state courts of the State of New York and will waive any right to trial by jury.  New York law will govern the Unsecured Bridge Facility Documentation.

Counsel to the Bridge Lead

Cahill Gordon & Reindel LLP.

Arrangers and the Bridge

Administrative Agent:

Final Maturity:

Eight Year Exchange Notes will mature on the eighth anniversary of the Closing Date and Ten Year Exchange Notes will mature on the tenth anniversary of the Closing Date.

Interest Rate:

Each Unsecured Exchange Note will bear interest at a fixed rate equal to the applicable Total Cap then in effect (plus default interest, if any).  Interest will be payable semiannually in arrears.

Additional default interest on all amounts outstanding will accrue at the applicable rate plus two percentage points (2.00%) per annum.

Optional Redemption:

The Unsecured Exchange Notes may be redeemed, in whole or in part, at the option of the Borrower, at any time (except as provided below) upon 3 days’ prior written notice at par plus accrued interest to the date of repayment plus the Applicable Premium.

The “Applicable Premium” will be (A) with respect to the Ten Year Exchange Notes (i) a make-whole premium based on the applicable treasury rate plus 50 basis points prior to the fifth anniversary of the Closing Date, (ii) one-half of the applicable Total Cap from and including the fifth anniversary of the Closing Date to and including the sixth anniversary of the Closing Date and (iii) declining to one-quarter of the applicable Total Cap on the sixth anniversary of the Closing Date, to one-eighth of the applicable Total Cap on the seventh anniversary and to zero on the eighth anniversary of the Closing Date and (B) with respect to the Eight Year Exchange Notes (i) a make-whole premium based on the applicable treasury rate plus 50 basis points prior to

the third anniversary of the Closing Date, (ii) three-quarters of the applicable Total Cap from and including the third anniversary of the Closing Date to and including the fourth anniversary of the Closing Date and (iii) declining to one-half of the applicable Total Cap on the fourth anniversary of the Closing Date, to one-quarter of the applicable Total Cap on the fifth anniversary of the Closing Date and to zero on the sixth anniversary of the Closing Date.

In addition, prior to the third anniversary of the Closing Date, up to 35% of the original principal amount of the Unsecured Exchange Notes may be redeemed from the proceeds of a qualifying equity offering by the Borrower at a redemption price equal to par plus the applicable Total Cap and accrued interest.

Defeasance Provisions of

Customary.

Unsecured Exchange Notes:

Modification:

Customary.

Change of Control:

Customary at 101%.

Registration Rights:

None.

Covenants:

The Indenture will include covenants similar to those contained in an indenture governing publicly traded high yield debt securities; giving due regard to, among other things, then existing market conditions.

Events of Default:

The Indenture will provide for Events of Default similar to those contained in an indenture governing publicly traded high yield debt securities giving due regard to, among other things, then existing market conditions.

Borrower:

The Borrower under the Senior Secured Facilities (the “Borrower”).

Joint Lead Arrangers and

Joint Bookrunners:

J.P. Morgan Securities LLC (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates) (“Merrill Lynch”), in each case in its capacity as Joint Lead Arranger and Joint Bookrunner  (together with any Additional Arrangers appointed in accordance with Section 1 of the Commitment Letter, collectively, the “Bridge Lead Arrangers” or, the “Arrangers”).

Syndication Agent:

Merrill Lynch, in its capacity as syndication agent (the “Syndication Agent”).

Bridge Administrative Agent:

JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacity as administrative agent (the “Bridge Administrative Agent”).

Lenders:

JPMCB, Bank of America, N.A. (“Bank of America”) and/or other financial institutions selected by the Bridge Lead Arrangers reasonably acceptable to the Borrower (each, a “Secured Bridge Lender” and, collectively, the “Secured Bridge Lenders” and together with the “Bank Lenders” and the Unsecured Bridge Lenders, the “Lenders”).

Amounts of Bridge Loans:

$1,000 million in aggregate principal amount of senior secured increasing rate loans, less the amount of gross proceeds from any sale of Secured Notes received on the Closing Date (the “Secured Bridge Loans”; together with the Unsecured Bridge Loans, the “Bridge Loans”).

Availability:

The Secured Bridge Lenders will make the Secured Bridge Loans on the Closing Date. Amounts borrowed under the Secured Bridge Facility that are repaid or prepaid may not be reborrowed.

Use of Proceeds:

The proceeds of the Secured Bridge Loans will be used by the Borrower on the Closing Date, together with the proceeds of borrowings under the Senior Secured Facilities, the proceeds of the borrowings under the Unsecured Bridge Facility, the proceeds from the issuance of Notes, and cash on hand of the Borrower, to fund the Stock Buy-Back.

Ranking:

The Secured Bridge Loans, the Guarantee and all obligations with respect thereto will be senior obligations and rank pari passu in right of payment with all of the Borrower’s and the Guarantors’ existing and future senior obligations (including the obligations under the Senior Secured Facilities).

Guarantees:

All obligations of the Borrower under the Secured Bridge Facility will be jointly and severally guaranteed by each Guarantor (as defined in Exhibit B to the Commitment Letter), on a senior basis (such guarantees, the “Bridge Guarantees”). The Bridge Guarantees will automatically be released upon the release of the corresponding guarantees of the Senior Secured Facilities. The Bridge Guarantees will rank equal in right of payment with the guarantees of the Senior Secured Facilities.

Security:

Secured by the same assets securing the Senior Secured Facilities, on a first priority pari secured basis.

The relative rights and priorities of the liens in the Collateral for the secured parties under (a) the Senior Secured Facilities and (b) the Secured Bridge Loan will be set forth in the Intercreditor Agreement.

Conversion into Rollover Loans:

If the Secured Bridge Loans have not been previously prepaid in full for cash on or prior to the Conversion Date, the principal amount of the Secured Bridge Loans outstanding on the Conversion Date may, subject to no payment or bankruptcy event of default and the other conditions precedent set forth in this Annex D, be converted into senior secured rollover loans that will mature on the seventh anniversary of the Closing Date (collectively, the “Secured Rollover Loans”).

Exchange into Exchange Notes:

At any time and from time to time, on or after the Conversion Date, upon reasonable prior written notice and in a minimum principal amount of at least $100.0 million, the Secured Rollover Loans may be exchanged, in whole or in part, at the option of the applicable Lender or Lenders, for senior exchange notes (the “Secured Exchange Notes”, and together with the Unsecured Exchange Notes, the “Exchange Notes”), in a principal amount equal to the principal amount of the Secured Bridge Loans so exchanged and having the same maturity date as the Secured Bridge Loans so exchanged.  To the extent the Secured Bridge Loans are exchanged, the Secured Exchange Notes will be secured on a first priority pari secured basis by the same collateral securing the Senior Secured Facilities.

The Secured Exchange Notes will be issued pursuant to an indenture (the “Indenture”) that will have the terms set forth on Exhibit 1 to this Annex D.

Demand Failure Event:

Any failure to comply with the terms of a Securities Demand (as defined in the Fee Letter) for any reason will be deemed to be a “Demand Failure Event” (as defined in the Fee Letter) under the Secured Bridge Facility Documentation.

Interest Rate:

Until the earlier of (i) the first anniversary of the Closing Date or (ii) the occurrence of a Demand Failure Event (such earlier date, the “Conversion Date”), the Secured Bridge Loans will bear interest at a floating rate, reset quarterly, as follows:  (x) for the first three-month period commencing on the Closing Date, the Secured Bridge Loans will bear interest at a rate per annum equal to LIBOR (subject to a floor of 0.75% per annum) plus 4.125%; provided that such interest rate spread shall increase by 25 basis points per annum if the Borrower shall have not received a public corporate credit rating of at least BB by S&P and a public family rating of at least Ba2 by Moody’s (in each case, with an outlook of stable or better) and (y) thereafter, interest on the Secured Bridge Loans will be payable at a floating per annum rate equal to the interest rate applicable during the prior three-month period, in each case plus the Bridge Spread, reset at the beginning of each subsequent three-month period.  The “Bridge Spread” will initially be 50 basis points (commencing three months after the Closing Date) and will increase by an additional 50 basis points every three months thereafter.  Notwithstanding the foregoing, at no time will the per annum interest rate on the Secured Bridge Loans exceed the applicable Total Cap (as defined in the Fee Letter) then in effect (plus default interest, if any).

From and after the Conversion Date, the Secured Bridge Loans will bear interest at a fixed rate equal to the applicable Total Cap (plus default interest, if any).

Prior to the Conversion Date, interest will be payable at the end of each interest period.  Accrued Interest shall also be payable in arrears on the Conversion Date and on the date of any prepayment of the Secured Bridge Loans.  From and after the Conversion Date, interest will be payable quarterly in arrears and on the date of any prepayment of the Secured Bridge Loans.

After the occurrence and during the continuance of an event of default, interest on all overdue amounts then outstanding will accrue at a rate equal to the applicable rate set forth above, plus an additional two percentage points (2.00%) per annum and will be payable on demand.

Funding Protection:

Customary for transactions of this type, including breakage costs, gross-up for withholding, compensation for increased costs and compliance with capital adequacy and other regulatory restrictions.

Mandatory Prepayment:

Prior to the Conversion Date, the net proceeds to the Borrower, from (a) any direct or indirect public offering or private placement of any debt or equity securities (other than issuances pursuant to employee stock plans or any sale or disposition of equity interests of Newco or the shares of the capital stock of the Company acquired in the Stock Buy-Back), (b) any future bank borrowings (other than pursuant to the Senior Secured Facilities and any refinancings or replacements thereof) and (c) subject to certain ordinary course exceptions and reinvestment rights, any future asset sales or other dispositions of property (including casualty and condemnation events) by the Borrower and its restricted subsidiaries, other than any sale or disposition of equity interests of Newco or of the shares of the capital stock of the Company acquired in the Stock Buy-Back, will be used to repay the Secured Bridge Loans, in excess of amounts either reinvested or required to be paid to the lenders under the Senior Secured Facilities.  Any proceeds from the issuance of Notes purchased by a Lender or one or more of its affiliates will be applied, first, to refinance the Secured Bridge Loans held at that time by such Lender, and second, in accordance with the pro rata provisions otherwise applicable to prepayments. Notwithstanding the foregoing, mandatory prepayments under clause (c) above shall be limited to the extent that the Borrower determines that such prepayments may either (i) result in adverse tax consequences related to the repatriation of funds in connection therewith by foreign subsidiaries or (ii) be prohibited or delayed by applicable law.

Nothing in these mandatory prepayment provisions will restrict or prevent any holder of Secured Bridge Loans from exchanging Secured Bridge Loans for Secured Exchange Notes on or after the Conversion Date.

Change of Control:

Upon the occurrence of a Change of Control (to be defined),  the Borrower will be required to prepay in full all outstanding Secured Bridge Loans at par plus accrued interest to the date of prepayment plus with respect to any Secured Bridge Loans so prepaid on or after the Conversion Date, a 1.0% prepayment premium.  Prior to making any such prepayment, the Borrower will, within 30 days of the Change of Control, repay all obligations under the Senior Secured Facilities or obtain any required consent of the lenders under the Senior Secured Facilities to make such prepayment of the Secured Bridge Loans.  From and after the Conversion Date, each holder of Secured Bridge Loans may elect to accept or waive a prepayment such holder is otherwise entitled to receive pursuant to this paragraph.

Voluntary Prepayment:

Prior to the Conversion Date, the Secured Bridge Loans may be prepaid, in whole or in part, at par plus accrued and unpaid

interest upon not less than five days’ prior written notice, at the option of the Borrower at any time.

From and after the Conversion Date, and prior to the maturity thereof, Secured Bridge Loans may be prepaid, in whole or in part, at the option of the Borrower, at any time (except as provided below) upon five days’ prior written notice at par plus accrued interest to the date of repayment plus the Applicable Premium. The “Applicable Premium” will be (i) a make-whole premium based on the applicable treasury rate plus 50 basis points prior to the third anniversary of the Closing Date, (ii) three-quarters of the then-prevailing interest rate on the Secured Bridge Loans from and including the third anniversary of the Closing Date to and including the fourth anniversary of the Closing Date and (iii) declining to one-half of the then-prevailing interest rate on the Secured Bridge Loans on the fourth anniversary of the Closing Date and to zero on the fifth anniversary of the Closing Date.

Secured Bridge Facility

Documentation:

The Facility Documentation for the Secured Bridge Facility (the “Secured Bridge Facility Documentation”) shall be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date, shall contain the terms and conditions set forth in this Annex C and, to the extent not specified in this Annex C, such other terms as are customarily found in high yield indentures as modified to reflect the operational and strategic requirements of the Borrower and its subsidiaries in light of their size, industries, businesses and business practices, operations, financial accounting and projections, with such customary changes to reflect the interim nature of the Secured Bridge Facility (collectively, the “Secured Bridge Documentation Principles”). The Secured Bridge Facility Documentation shall contain only those payments, conditions to borrowing, mandatory prepayments, representations and warranties, covenants and events of default expressly set forth in this Annex C, in each case applicable to the Borrower and its restricted subsidiaries and with standards, definitions, qualifications, thresholds, exceptions, “baskets” and grace periods consistent with the Secured Bridge Documentation Principles; provided that, except to the extent expressly provided in this Annex D, in no event shall such terms be more restrictive than those contained in the Senior Secured Facilities Documentation.

Notwithstanding the foregoing, the only conditions to the availability of the Secured Bridge Facility on the Closing Date shall be the applicable conditions set forth in the Commitment Letter to which this term sheet is attached, the “Conditions

Precedent to Borrowing” section below and in Annex E to the Commitment Letter.

Representations and Warranties:

The Secured Bridge Facility Documentation will contain representations and warranties which are usual and customary for financings of this kind, substantially similar to those for the Senior Secured Facilities and consistent with the Secured Bridge Documentation Principles.

Covenants:

The Secured Bridge Facility Documentation will contain the following covenants:  (a) customary affirmative covenants for financings of this kind, consistent with the Secured Bridge Documentation Principles; (b) customary incurrence-based negative covenants for financings of this kind consistent with the Secured Bridge Documentation Principles; provided that prior to the Conversion Date, the restricted payments and debt and lien incurrence covenants in the Secured Bridge Facility Documentation shall be more restrictive; provided further that, prior to the Conversion Date, the Secured Bridge Facility Documentation may be more restrictive than the Senior Secured Facilities Documentation.  There will not be any financial maintenance covenants in the Secured Bridge Facility Documentation.

The Secured Bridge Facility Documentation will contain a covenant requiring the Borrower to comply with the terms of the Fee Letter, including any Take-out Notice (as defined in the Fee Letter) and any cooperation required in connection therewith.

Events of Default:

Limited to nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross acceleration to material indebtedness; bankruptcy or insolvency of the Borrower or its significant restricted subsidiaries; material monetary judgments; ERISA events; and actual or asserted invalidity of material guarantees, and actual or asserted invalidity of material security documents or any security interest purported to be created thereunder (including failure to be perfected on a first-priority basis subject to certain customary exceptions), consistent in each case with the Secured Bridge Documentation Principles.

Conditions Precedent to

Borrowing:

The several obligations of the Secured Bridge Lenders to make, or cause one of their respective affiliates to make, the Secured Bridge Loans will be subject solely to (i) the applicable conditions referred to in the Commitment Letter and those set forth in Annex E to the Commitment Letter, (ii) accuracy of representations and warranties in all material respects (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall

be true and correct in all respects), (iii) absence of defaults or events of default and (iv) delivery of a customary borrowing notice.

Assignments and Participations:

The Secured Bridge Lenders will have the right to assign Secured Bridge Loans after the Closing Date without the consent of the Borrower; provided, however, that prior to the date that is one year after the Closing Date and so long as a Demand Failure Event has not occurred and no payment or bankruptcy event of default shall have occurred and be continuing, the consent of the Borrower shall be required with respect to any assignment (such consent not to be unreasonably withheld or delayed) if, subsequent thereto, the Initial Lenders (together with their affiliates) would hold, in the aggregate, less than 51% of the outstanding Secured Bridge Loans.

The Secured Bridge Lenders will have the right to participate their Secured Bridge Loans, before or after the Closing Date, to other financial institutions without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have with regard to yield protection and increased costs, subject to customary limitations and restrictions.

The Secured Bridge Facility Documentation shall provide that Secured Bridge Loans may be purchased by the Borrower and assigned on a non-pro rata basis through customary Dutch auction procedures (so long as such purchases are offered to all Secured Bridge Lenders on a pro rata basis in accordance with customary procedures to be agreed and subject to customary restrictions to be agreed (including, without limitation, (1) no default or event of default has occurred and is continuing and (2) such Dutch auctions shall be subject to customary provisions regarding the treatment of material non-public information with respect to the business of the Borrower and its subsidiaries)); provided that any such Secured Bridge Loans acquired by the Borrower or any of its subsidiaries shall be retired and cancelled promptly upon acquisition thereof.

Voting:

Amendments and waivers of the Secured Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Secured Bridge Loans, except that (a) the consent of each affected Lender will be required for (i) reductions of principal, interest rates or the Applicable Margin, (ii) extensions of the Maturity Date, (iii) additional restrictions on the right to exchange to Exchange Notes or any amendment of the rate of such exchange, (iv) any amendment to the Exchange Notes that requires (or would, if any Exchange Notes were outstanding, require) the approval of all holders of Exchange Notes and (v) subject to certain exceptions consistent

with the Secured Bridge Documentation Principles, releases of all or substantially all of the value of the Guarantees (other than in connection with any release or sale of the relevant Guarantor permitted by Secured the Bridge Facility Documentation or Senior Secured Facilities Documentation) and release of liens on all or substantially all of the Collateral, and (b) the consent of 100% of the Secured Bridge Lenders will be required with respect to modifications to any of the voting percentages.

Cost and Yield Protection:

The Secured Bridge Facility Documentation will include customary tax gross-up, cost and yield protection provisions substantially similar to those provisions for tax gross-up, cost and yield protection in the Senior Secured Facilities Documentation.

Indemnities:

The Secured Bridge Facility Documentation will provide customary and appropriate provisions relating to indemnity and related matters in a form reasonably satisfactory to the Bridge Lead Arrangers, the Bridge Administrative Agent and the Lenders.

Governing Law and Jurisdiction:

The Secured Bridge Facility Documentation will provide that the Borrower will submit to the exclusive jurisdiction and venue of the federal and state courts of the State of New York and will waive any right to trial by jury.  New York law will govern the Secured Bridge Facility Documentation.

Counsel to the Bridge Lead

Cahill Gordon & Reindel LLP.

Arrangers and the Bridge

Administrative Agent:

Final Maturity:

Secured Exchange Notes will mature on the seventh anniversary of the Closing Date.

Interest Rate:

Each Exchange Note will bear interest at a fixed rate equal to the applicable Total Cap then in effect (plus default interest, if any).  Interest will be payable semiannually in arrears.

Additional default interest on all amounts outstanding will accrue at the applicable rate plus two percentage points (2.00%) per annum.

Optional Redemption:

The Secured Exchange Notes may be redeemed, in whole or in part, at the option of the Borrower, at any time (except as provided below) upon 5 days’ prior written notice at par plus accrued interest to the date of repayment plus the Applicable Premium; provided that notwithstanding the foregoing, the Borrower may redeem up to 10% of the aggregate principal amount of the Secured Exchange Notes in any twelve-month period on or before the third anniversary of the Closing Date at a price equal to 103% of the aggregate principal amount thereof plus any accrued and unpaid interest thereon.

The “Applicable Premium” will be (i) a make-whole premium based on the applicable treasury rate plus 50 basis points prior to the third anniversary of the Closing Date, (ii) three-fourths of the applicable Total Cap from and including the third anniversary of the Closing Date to and including the fourth anniversary of the Closing date and (iii) declining to one-half of the applicable Total Cap on the fourth anniversary of the Closing Date and to zero on the fifth anniversary of the Closing Date.

In addition, prior to the third anniversary of the Closing Date, up to 35% of the original principal amount of the Secured Exchange Notes may be redeemed from the proceeds of a qualifying equity offering by the Borrower at a redemption price equal to par plus the applicable Total Cap and accrued interest.

Defeasance Provisions of

Customary.

Exchange Notes:

Modification:

Customary.

Change of Control:

Customary at 101%.

Registration Rights:

None.

Covenants:

The Indenture will include covenants similar to those contained in an indenture governing publicly traded high yield debt securities; giving due regard to, among other things, then existing market conditions.

Events of Default:

The Indenture will provide for Events of Default similar to those contained in an indenture governing publicly traded high yield debt securities giving due regard to, among other things, then existing market conditions.

Name:

Title:     Chief Financial Officer