LIFETIME BRANDS, INC (Form: 8-K, Received: 01/17/2014 14:06:04)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 17, 2014 (January 13, 2014)

Lifetime Brands, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

0-19254

11-2682486

(Commission

File Number)

(IRS Employer

Identification No.)

1000 Stewart Avenue, Garden City, New York, 11530

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, Including Area Code) 516-683-6000

(Former Name or Former Address, if Changed Since Last Report) N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On January 13, 2014, Lifetime Brands, Inc. (the “Company”) entered into an amendment and restatement of its existing Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent and Co-Collateral Agent, and HSBC Bank USA, National Association, as Syndication Agent and Co-Collateral Agent (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement provides for, among other things, (i) an extension of the maturity of the $175.0 million Revolving Credit Facility to January 11, 2019 and (ii) a new Term Loan facility of $50.0 million.

The Company utilized the proceeds of the Term Loan provided for in the Second Amended and Restated Credit Agreement and additional borrowings under its Revolving Credit Facility to: (i) repay the existing borrowings under the Company’s Senior Secured Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, as amended and (ii) finance the acquisition by the Company of 100% of the share capital of Thomas Plant (Birmingham) Limited.

Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at one of the following rates: (i) the Alternate Base Rate, defined as the greater of the Prime Rate, the Federal Funds Rate plus 0.5% or the Adjusted LIBO Rate plus 1.0%, plus a margin of 0.75% to 1.25%, or (ii) the Eurodollar Rate, defined as the Adjusted LIBO Rate plus a margin of 1.75% to 2.25%. The respective margins are based upon availability. For any ABR Term Loan or Eurocurrency Term Loan, the Applicable Rate is based on the applicable Senior Leverage Ratio. The ABR Spread for Term Loans is 3.0% to 3.5% and the Spread for Eurocurrency Term Loans is 4.0% to 4.5%.

The Second Amended and Restated Credit Agreement provides for customary covenants and events of default. Covenants include limitations on additional indebtedness, liens, acquisitions, investments and payment of dividends, among other things.

The Second Amended and Restated Credit Agreement is furnished in this Current Report as Exhibit 99.3 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

The disclosure contained in “Item 1.01 — Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.

Item 2.01 Completion of Acquisition or Disposition of Assets

On January 15, 2014, the Company acquired 100% of the share capital of Thomas Plant (Birmingham) Limited (“Thomas Plant” or “Kitchen Craft”) for cash in the amount of £37.4 million ($61.5 million), which includes an estimated working capital adjustment and 581,432 shares of common stock of the Company with a value of £5.5 million ($9.0 million). Contingent cash consideration of up to £5.5 million ($9.0 million) will be payable in future years if Kitchen Craft achieves certain financial targets.

Kitchen Craft is a leading supplier of kitchenware products and accessories in the United Kingdom. The assets, liabilities and operating results of Kitchen Craft will be reflected in the Company’s consolidated financial statements in accordance with ASC Topic No. 805, Business Combinations , commencing on the acquisition date.

A copy of the Company’s press release announcing the completion of the acquisition is furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference.

The Share Purchase Agreement is furnished with this Current Report as Exhibit 99.2 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure contained in “Item 1.01 — Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure contained in “Item 2.01 — Completion of Acquisition or Disposition of Assets” of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety. The Company relied on exemptions from registration pursuant to Section 3(b) and Section 4(a)(2) of the Securities Act of 1933 and Rule 506 under Regulation D promulgated thereunder and/or Rule 903 under Regulation S promulgated thereunder.

Item 9.01 Financial Statements and Exhibits

(a)

Financial statements of business acquired

Audited financial statements of Thomas Plant (Birmingham) Limited, as of and for the year ended May 27, 2013 will be filed as part of an amendment to this report not later than 71 calendar days after the date this report is required to be filed.

(b)

Pro forma financial information

Unaudited pro forma financial statements and notes related thereto, relating to the completion of the acquisition, will be filed as part of an amendment to this report not later than 71 calendar days after the date this report is required to be filed.

(d)

Exhibits


99.1		Press Release dated January 15, 2014.

99.2		Share Purchase Agreement, dated January 15, 2014, relating to Thomas Plant (Birmingham) Limited.

99.3		Second Amended and Restated Credit Agreement, dated as of January 13, 2014, among Lifetime Brands, Inc., as Borrower, The Subsidiary Guarantors Party Thereto, as Subsidiary Guarantors, The Lenders Party Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and a Co-Collateral Agent, and HSBC Bank USA, National Association, as Syndication Agent and a Co-Collateral Agent, with exhibits.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Lifetime Brands, Inc.

By:		/s/ Laurence Winoker
		Laurence Winoker
		Senior Vice President – Finance, Treasurer and Chief Financial Officer

Date: January 17, 2014

Exhibit 99.1

LOGO

Lifetime Brands Acquires Kitchen Craft

Acquisition of UK Kitchenware Company Extends Lifetime’s Global Growth

Garden City, N.Y., January 15, 2014 — Lifetime Brands, Inc. (NASDAQ GS: LCUT), a global provider of branded kitchenware, tableware and other products used in the home, today announced it has acquired Thomas Plant (Birmingham) Limited.

Trading as Kitchen Craft, Thomas Plant is one of the United Kingdom’s leading suppliers of kitchenware products and accessories. Based in Birmingham, the company sells products under well-known proprietary, customer-exclusive and owned label brands. The company supplies over 2,600 customers in all classes of trade in the UK and in over 70 countries worldwide. As part of the Lifetime Brands platform, the company will operate as a separate division under the continuing leadership of Andrew Plant, Richard Plant and Peter Bushell.

For its fiscal year ended May 27, 2013, Thomas Plant had net revenues of approximately $70 million.

Lifetime expects the acquisition to be accretive to its diluted earnings per share beginning in 2014.

In connection with the acquisition, Lifetime amended and extended its revolving credit facility and entered into a new term loan agreement. The proceeds of the new term loan, together with borrowings under the revolving credit facility, were used to fund the cash portion of the purchase price and to repay the outstanding balance of the company’s existing term loan.

Jeffrey Siegel, Lifetime’s Chairman and Chief Executive Officer, commented,

“The acquisition of Thomas Plant represents a compelling opportunity for Lifetime that will accelerate our growth and make Lifetime a more effective global resource to our key retailer partners.

“Kitchen Craft’s broad ranges of kitchenware products fill a gap in our existing UK housewares assortment that will complement the tableware and gift assortments marketed by Creative Tops.

“We are impressed by the commitment and passion of Kitchen Craft’s management, which has fostered a culture of quality, innovation and outstanding customer service that is very similar to our own.

“Lifetime’s global presence, capabilities and scale will facilitate Kitchen Craft’s growth in sales and profitability, as well as its expansion into new markets and geographies.

“Kitchen Craft’s gross profit and EBITDA margins will enhance Lifetime’s overall margins and help to support investments and drive profitability across Lifetime’s product categories.

“The addition of Kitchen Craft to Lifetime’s global platform — which includes Creative Tops Ltd., our UK tableware and accessories business; Lifetime Brands Canada, Grupo Vasconia SAB and GS Internacional S/A, our partner companies in Canada, Mexico and Brazil; and our joint venture companies in Asia — confirms Lifetime’s position as the global leader in the kitchenware and tableware categories.”

Andrew Plant, Kitchen Craft’s Managing Director, added,

“This is a milestone for our 164-year old business, which is known for its portfolio of iconic kitchenware brands and its deeply loyal customer base.

“Lifetime is known as a stable, long-term owner of businesses and this combination provides us with the ideal platform on which to grow and to support our customers.

“The acquisition provides us with the resources and scale necessary to drive our future success and will further strengthen our existing product development, sourcing and distribution capabilities.

“My family and I wish to express our deep appreciation to all our employees, customers, suppliers and overseas business partners for their ongoing dedication and support. We hope all will share our excitement as we look forward to the next stage of our growth.”

The terms of the acquisition were not announced. Lifetime intends to file a Current Report on Form 8-K on or about January 17, 2014.

Lifetime was advised by Livingstone Partners LLP, Gateley LLP and Ernst & Young LLP.

The shareholders of Thomas Plant were advised by Clearwater Corporate Finance LLP, Shakespeares Legal LLP and BDO LLP.

Lifetime Brands, Inc.

Lifetime Brands is a leading global provider of kitchenware, tableware and other products used in the home. The Company markets its products under such well-known kitchenware brands as Farberware ^® , KitchenAid ^® , CasaMōda ^® , Cuisine de France ^® , Fred ^® & Friends, Guy Fieri ^® , Hoffritz ^® , Kizmos™, Misto ^® , Mossy Oak ^® , Pedrini ^® , Roshco ^® , Sabatier ^® , Savora™ and Vasconia ^® ; respected tableware brands such as Mikasa ^® , Pfaltzgraff ^® , Creative Tops ^® , Gorham ^® , International ^® Silver, Kirk Stieff ^® , Sasaki ^® , Towle ^® Silversmiths, Tuttle ^® , Wallace ^® , V&A ^® and Royal Botanic Gardens Kew ^® ; and home solutions brands, including Kamenstein ^® , Bombay ^® , Elements ^® , Melannco ^® and Design for Living™. The Company also provides exclusive private label products to leading retailers worldwide.

Lifetime’s corporate website is www.lifetimebrands.com .

Thomas Plant (Birmingham) Limited

Founded by Thomas Plant in 1850 as a manufacturer and wholesaler of ironmongery and household products, the company is still managed by direct descendents of the founder. The company markets its products in the UK and internationally under such well-recognized consumer brand names as Kitchen Craft ^® , Master Class ^® , Colourworks ^® , Sweetly Does It ^® , Bar Craft ^® , Le’Xpress ^® , Let’s Make ^® , Miniamo ^® , Home Made, Clearview ^® , Molten ^® , Jury ^® ,

Kitsch’n’fun ^® , Coolmovers ^® , Natural Elements ^® , Smart Silicone ^® , Pure Seal ^® and World of Flavours ^® . The Company also provides exclusive private label products to a number of leading UK retailers.

Thomas Plant’s website is www.kitchencraft.co.uk .

Forward-Looking Statements

In this press release, the use of the words “believe,” “could,” “expect,” “may,” “positioned,” “project,” “projected,” “should,” “will,” “would” or similar expressions is intended to identify forward-looking statements that represent the Company’s current judgment about possible future events. The Company believes these judgments are reasonable, but these statements are not guarantees of any events or financial results, and actual results may differ materially due to a variety of important factors. Such factors might include, among others, the Company’s ability to comply with the requirements of its credit agreements; the availability of funding under such credit agreements; the Company’s ability to maintain adequate liquidity and financing sources and an appropriate level of debt; changes in general economic conditions which could affect customer payment practices or consumer spending; the impact of changes in general economic conditions on the Company’s customers; changes in demand for the Company’s products; shortages of and price volatility for certain commodities; significant changes in the competitive environment and the effect of competition on the Company’s markets, including on the Company’s pricing policies, financing sources and an appropriate level of debt.


*Contacts:*

Lifetime Brands, Inc.				Lippert/Heilshorn & Assoc.
Laurence Winoker, Chief Financial Officer				Harriet Fried, SVP
516-203-3590				212-838-3777
investor.relations@lifetimebrands.com				hfried@lhai.com

Exhibit 99.2


DATED		15 January 2014
(1) ANDREW PLANT, RICHARD PLANT, PETER BUSHELL AND SALLY WRIGHT (2) LIFETIME BRANDS, INC.

SHARE PURCHASE AGREEMENT relating to THOMAS PLANT (BIRMINGHAM) LIMITED

CONTENTS


1	DEFINITIONS AND INTERPRETATION	1

2	SALE AND PURCHASE OF THE SHARES	13

3	CONSIDERATION	14

4	COMPLETION	18

5	WARRANTIES AND INDEMNITIES	18

6	TAX	21

7	RESTRICTIONS ON THE COVENANTORS	21

8	FURTHER UNDERTAKINGS AND OBLIGATIONS OF THE SELLERS	23

9	CONFIDENTIAL INFORMATION	24

10	ANNOUNCEMENTS	24

11	ASSIGNMENT AND SUCCESSORS IN TITLE	25

12	THIRD PARTY RIGHTS	25

13	THE SELLERS’ REPRESENTATIVE	25

14	BUYER’S WARRANTIES	26

15	NOTICES	26

16	GENERAL	27

17	GOVERNING LAW	28

SCHEDULE 1 - SELLERS		29

SCHEDULE 2		30

	Part 1 - The Company	30

	Part 2 - The UK Subsidiaries	31

	Part 3 - The HK Subsidiary	35

SCHEDULE 3 - COMPLETION		36

SCHEDULE 4 - GENERAL WARRANTIES		38

SCHEDULE 5 - LIMITATIONS ON SELLERS LIABILITY		68

SCHEDULE 6 - TAXATION		72

	Part 1 - Definitions and Interpretation	72

	Part 2 - Tax Covenant	76

	Part 3 - Tax Warranties in respect of UK resident companies	84

	Part 4 - Tax Warranties in respect of HK Subsidiary	89

SCHEDULE 7 - PROPERTIES		91

	Part 1 – Freehold	91

	Part 2 – Leasehold	91

	Part 3 – Licences	92

	Part 4 – Leases / Licences granted by the Company	93

	Part 5 – The Property Warranties	94

SCHEDULE 8 - COMPANY INTELLECTUAL PROPERTY		97

	Part 1 – Registered IPR	97

	Part 2 – Domain names	109



SCHEDULE 9 - COMPLETION ACCOUNTS		112

APPENDIX A TO SCHEDULE 9 - SPECIFIC ACCOUNTING POLICIES AND PROCEDURES FOR COMPLETION ACCOUNTS		114

APPENDIX B TO SCHEDULE 9 - PRO-FORMA FORMAT OF COMPLETION ACCOUNTS		115

APPENDIX C TO SCHEDULE 9 – COMPANY ACCOUNTING POLICIES (AS REFERRED TO IN PARAGRAPH 2.1.3)		116

SCHEDULE 10 - EARN OUT CONSIDERATION		119

	Part 1 – Definitions	119

	Part 2 - Calculation and payment	120

	Part 3 – Conduct of business during the Earn Out Period	122

APPENDIX A TO SCHEDULE 10 - PRO-FORMA FORMAT OF GROSS PROFIT CALCULATION		124

APPENDIX B TO SCHEDULE 10 – SPECIFIC ACCOUNTING POLICIES FOR DETERMINING GROSS PROFIT		124

SCHEDULE 11 - DEFINED BENEFIT PENSION SCHEME		125

SCHEDULE 12 - CONSIDERATION SHARES		128

APPENDIX A TO SCHEDULE 12 - INVESTOR QUESTIONNAIRE		133

SCHEDULE 13 - CODE OF CONDUCT AND CODE OF ETHICS		136

SCHEDULE 14 – ADDITIONAL PROPERTY MATTERS		143

Agreed Form Documents

Disclosure Letter and Disclosure Documents

Letter of resignation (Hong Kong secretary)

Letter of resignation (auditors)

Share certificate indemnity

Deeds of release

Service Agreements

Deed of Removal

Investor Questionnaire

Authorisations to issue the Consideration Shares

Letters of no indebtedness

Holloway Head Lease

Valepits Road Lease

Bank confirmation relating to standby letter of credit

Lloyds Bank facility letter

Collateral access agreement

Transfer agent and registrars certificate

Confirmations from overseas banks

Trustees confirmation


DATE		15 January 2014

PARTIES

(1)	THE PERSONS whose names and addresses are set out in schedule 1 (the Sellers ); and

(2)	LIFETIME BRANDS, INC . a company incorporated in Delaware (IRS Employer Identification number 11-2682486), of 1000 Stewart Avenue, Garden City, New York 11530, United States of America (the Buyer ).

IT IS AGREED

1.	DEFINITIONS AND INTERPRETATION

1.1	In this agreement the following definitions will apply:

Accounts

the audited consolidated financial statements of the Company for the period ended on the Accounts Date, comprising the audited consolidated and parent company balance sheets, the audited consolidated profit and loss account, the audited consolidated statement of total recognised gains and losses together with the notes and audited consolidated cashflow statement relating to them and the directors’ and auditors’ reports on them;

Accounts Date

27 May 2013;

Act

the Companies Act 2006;

Actual Net Indebtedness

the amount by which Indebtedness exceeds Cash as shown in the Completion Accounts;

Additional Pension Liability

any and all liability of the Company (and/or any other Group Company) in respect of the Defined Benefit Pension Scheme (to the extent that these cannot be met from the assets (including the Pension Payment) of the Defined Benefit Pension Scheme as at the Completion Date), such costs to include (but not be limited to):

(a)

the cost of securing in full all benefits payable or contingently payable under the Defined Benefit Pension Scheme with an insurance company (or in such other manner permitted by the rules of the Defined Benefit Pension Scheme and overriding legislation);

(b)

any contributions payable by any Group Company to the Defined Benefit Pension Scheme under its Rules or any schedule of contributions under Part 3 of the Pensions Act 2004 in respect of any period after the Completion Date;

(c)

any debt payable by any Group Company to the Defined Benefit Pension Scheme under section 75 or 75A of the Pensions Act 1995 or regulations made thereunder;

(d)

the costs of any professional advice taken by the trustees of the Defined Benefit Pension Scheme (the “ Trustees ”);

(e)

any fees or other charges payable to the independent trustee of the Defined Benefit Pension Scheme;

(f)

the reasonable costs of any professional advice taken by the Company after the Completion Date in relation to the Defined Benefit Pension Scheme provided that the Buyer shall, if reasonably practicable, consult with the Sellers’ Representative prior to appointing anyone to provide such advice as to the relevant terms of engagement and shall take into account all reasonable representations made by the Sellers’ Representative in respect thereof; and

(g)

the costs of any pension manager appointed by the Trustees (whether or not jointly with the Company) to assist in relation to the wind-up of the Defined Benefit Pension Scheme;

Actual Working Capital

the Working Capital as at the close of business on 31 December 2013, as shown in the Completion Accounts;

Actual Working Capital Excess

the amount (if any) by which the Actual Working Capital exceeds the Working Capital Target;

Actual Working Capital Shortfall

the amount (if any) by which the Actual Working Capital is less than the Working Capital Target;

Agreed Form

any document in a form agreed between the relevant parties and, for the purpose of identification only, signed or initialled by or on behalf of each of them;

Auditors

BDO LLP of 125 Colmore Row, Birmingham B3 3SD;

Business Day

any day (other than a Saturday, Sunday or public holiday) during which clearing banks in the City of London are open for normal business;

Buyer Determined Claim

a Determined Claim which is agreed, or in respect of which judgment is given, in favour of the Buyer;

Buyer’s Accountants

Ernst & Young LLP of City Gate West, Toll House Hill, Nottingham NG1 5FY, United Kingdom;

Buyer’s Group

the Buyer, its ultimate holding company and/or immediate holding company and/or any intermediate holding company from time to time, its subsidiaries from time to time and the subsidiaries from time to time of its ultimate holding company and/or of any immediate holding company and/or of any intermediate holding company;

Buyer’s Solicitors

Gateley LLP of One Eleven, Edmund Street, Birmingham B3 2HJ, United Kingdom;

Cash

in relation to the Group and as shown in the Completion Accounts, the aggregate of the following as at the close of business on 31 December 2013:

(a)

all petty cash/cash in hand;

(b)

all cash at bank (which shall mean as credited to an account in the name of a Group Company and to which that Group Company is alone beneficially entitled and for so long as (a) that cash is repayable on demand and (b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any Group Company or of any other person whatsoever or on the satisfaction of any other condition) less any debit balances at banks or other financial institutions;

(c)

all unpresented cheques and other uncleared lodgements received by a Group Company less all unpresented cheques issued by a Group Company and direct debits or standing orders paid or written by a Group Company;

in each case as shown in the cash book of a Group Company;

Claim

any one or more claims made by the Buyer for breach of a General Warranty or a Property Warranty;

Company

Thomas Plant (Birmingham) Limited, further details of which are set out in part 1 of schedule 2;

Company Intellectual Property

all Intellectual Property which is used in or required for the conduct of the Company’s business at the date of this agreement, including those items set out in schedule 8;

Completion

completion of the sale and purchase of the Shares in accordance with this agreement;

Completion Accounts

the accounts of the Group as at the close of business on 31 December 2013 referred to in clauses 3.3 to 3.6 (inclusive) and prepared in accordance with schedule 9;

Completion Accounts Payment

the amount to be added to (or deducted from, as the case may be) the Consideration pursuant to clause 3.4;

Completion Accounts Period

the period commencing on the day after the Accounts Date and ending on 31 December 2013;

Completion Date

the date on which Completion occurs pursuant to clause 4;

Computer Equipment

all computer hardware owned by the Company and/or used in the Company’s business including all disks, disk drives, display screens, keyboards, printers, microprocessors (whether embedded in a computer or any other piece of equipment), associated and peripheral equipment and firmware and any other items that connect with any or all of them, together with all relevant technical documentation;

Computer Software

all computer software owned by the Company and/or used in the Company’s business, including all executable versions of computer programs in both source and object code form, all operating systems software comprised in the Computer Equipment and all application software and all other software owned and/or used by the Company or which by virtue of the Company’s interest in the Computer Equipment, or in software owned and/or used by the Company, the Company is entitled to have or use or is capable of having or using;

Computer Systems

the Computer Software and the Computer Equipment;

Confidential Information

all or any information of a secret or proprietary or confidential nature (however stored) and not publicly known which is owned by the Company or which is used in or otherwise relates to the business, customers, suppliers, licensors or financial or other affairs of the Company, including information relating to:

(a)

the business methods, technical processes, corporate plans, management systems, finances, new business opportunities or development projects of the Company;

(b)

the marketing or sales of any past or present or future products, goods or services of the Company including customer, licensor and supplier names and lists and other details of customers, licensors, suppliers, sales targets, sales statistics, market share statistics, prices, market research reports and surveys and advertising and other promotional materials;

(c)

future projects, business development or planning, commercial relationships and negotiations;

(d)

any trade secrets or other information relating to the provision of any product or service of or by the Company;

(e)

the Company Intellectual Property; or

(f)

lists of employees and details of remuneration and benefits paid to those employees;

Consideration

the aggregate consideration for the Shares to be paid or satisfied in accordance with (and as adjusted by) clause 3;

Consideration Shares

certain shares of Lifetime’s Common Stock to be issued by the Buyer to the Sellers in part satisfaction of the Consideration in the amounts specified in column 4 of schedule 1 and subject to the provisions of schedule 12;

Counsel

a counsel appointed in accordance with clause 3.9;

Covenantors

the Sellers and Covenantor shall be construed accordingly;

Critical Person

any person who is or was an employee, agent, director, consultant or independent contractor employed, appointed or engaged by the Company at any time within the Relevant Period who by reason of such employment, appointment or engagement and in particular his/her seniority and expertise or knowledge of trade secrets or Confidential Information or knowledge of, or influence over the customers, licensors or suppliers of the Company is likely to be able to assist or benefit a business in or proposing to be in competition with the Company;

CTA 2010

the Corporation Tax Act 2010;

Customer

any person who is or was at any time during the Relevant Period a customer of the Company for the sale or supply of Products or Services;

Data Protection Legislation

any and all data protection and privacy legislation in force from time to time in those parts of the world in which the Company operates and/or processes personal data (either directly or via a third party) including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003;

Dataroom

the dataroom set up by the Sellers’ Solicitors, a copy of which is enclosed with the Disclosure Letter;

Deed of Removal

the deed of removal and amendment relating to the SSAS in the Agreed Form entered or to be entered into between (1) the Company (2) Richard Plant, Andrew Plant and Peter Bushell and (3) Newell Palmer Trustees Limited;

Defined Benefit Pension Scheme

The Thomas Plant (Birmingham) Limited Retirement Benefits Scheme which is currently governed by a Resolution dated 2 September 1996 adopting rules for the scheme as amended from time to time;

Deposit Account

an interest bearing joint account to be opened (if required pursuant to clause 3.13) with HSBC Bank plc in the joint names of the Buyer’s Solicitors and the Sellers’ Solicitors;

Determined Claim

any Claim or Tax Claim or claim under clause 5 of this agreement:

(a)

which is agreed in writing between the Sellers, on the one hand, and the Buyer on the other; or

(b)

in respect of which final judgment has been obtained from a court of competent jurisdiction which judgment is not (or no longer) appealable;

Disclosed

fairly disclosed in the Disclosure Letter in such manner and with sufficient detail and clarity to enable the Buyer to make a reasonably informed assessment of the scope, nature and impact (including financial) of the matter disclosed;

Disclosure Documents

the two identical CDs and bundles of documents (as listed in the schedule, and attached, to the Disclosure Letter) in the Agreed Form;

Disclosure Letter

the letter, described as such, in the Agreed Form with the same date as this agreement from the Sellers to the Buyer relating to the Warranties;

Distance Selling Legislation

any and all distance selling legislation in force from time to time in those parts of the world in which the Company operates including the Consumer Protection (Distance Selling) Regulations 2000;

Draft Completion Accounts

a draft of the Completion Accounts prepared in accordance with schedule 9;

Due Amount

the amount settled or agreed as being due to the Buyer in respect of any Buyer Determined Claim;

Earn Out Consideration

the part of the Consideration (if any) to be paid by the Buyer to the Sellers in accordance with clause 3.1.3 and schedule 10;

Earn Out Payment Date

as defined in schedule 10;

Earn Out Proportions

the relevant proportions set opposite the Sellers respective names in column 6 of schedule 1;

E-Commerce Legislation

any and all e-commerce legislation in force from time to time in those parts of the world in which the Company operates including the Electronic Commerce (EC Directive) Regulations 2002;

Encumbrance

any mortgage, charge (fixed or floating), pledge, lien, option, hypothecation, restriction, right to acquire, right of pre-emption or interest (legal or equitable) including any assignment by way of security, reservation of title, guarantee, trust, right of set off or other third party right or any other security interest having a similar effect howsoever arising;

Environmental Laws

all statutes, rules, regulations, statutory instruments, treaties, directives, directions, by-laws, codes of practice, circulars, guidance notes, orders, notices, demands or injunctions of any governmental authority or agency or any regulatory or other body, or any common law duty of care in any jurisdiction in relation to Environmental Matters;

Environmental Licences

every licence, registration, permit, authorisation, approval, consent or like matter relating to Environmental Matters which are necessary or desirable in connection with the commencement and continuation of the use of any Property or any process or activity carried on at any Property, including any conditions or limitations imposed on, or any subsequent amendment or alteration made to, any such licence, registration, permit, authorisation, approval, consent or like matter;

Environmental Matters

any of the following:

(a)

the release, emission, entry or introduction of any Relevant Substance into the air including the air within buildings and other natural or man-made structures, whether above or below ground;

(b)

the discharge, release or entry of any Relevant Substance into water (whether natural or artificial, above or below ground) including into any river, water course, lake, loch, pond or reservoir or the surface of the river bed or of other land supporting such waters, ground waters (as defined in section 1(12) of the EPA), sewer or the sea;

(c)

the release, deposit, keeping or disposal of any Relevant Substance in or on land, whether or not covered by the sea or other waters;

(d)

the deposit, disposal, keeping, treatment, importation, exportation, transportation, handling, processing, manufacture, collection, sorting or presence of any Relevant Substance;

(e)

any deposit, disposal, keeping, treatment, importation, production or carrying of any waste, including any substance which constitutes scrap material or any effluent or other unwanted surplus substance arising from the application of any process or activity (including making it re-usable or re-claiming substances from it) and any substance or article which requires to be disposed of as being broken, worn out, contaminated or otherwise spoiled;

(f)

nuisance, noise, defective premises, health and safety at work, industrial illness, industrial injury due to environmental factors, environmental health problems, the conservation, preservation and protection of the natural or built environment or of man or any living organisms supported by the environment; or

(g)

any other matter whatsoever affecting the environment or any part of it;

EPA

the Environmental Protection Act 1990;

Estimated Amount

the amount estimated by Counsel in accordance with clause 3.10;

Executive Management Team

Andrew Plant, Richard Plant and Peter Bushell and Executive Manager shall be construed accordingly;

General Warranties

the statements in schedule 4;

GPP

the Company’s group personal pension arrangement with Aegon;

Group

together the Company and each Subsidiary and Group Company shall be construed accordingly;

Health & Safety Laws

all applicable statutes, statutory legislation, common law, treaties, regulations, directives, codes of practice and guidance notes (which have legal effect) in force from time to time concerning the health and safety of those who work for the Company whether as employees or otherwise, or are in any way affected by the activities of the Company or by persons working for or on behalf of the Company;

Health & Safety Matters

any matters relating to the Company which arise under Health & Safety Laws;

Holloway Head Lease

the new lease in the Agreed Form relating to 93-99 (odd numbers) Holloway Head, Lea Bank Birmingham to be entered into between (1) Andrew John Plant, Richard Thomas Hugo Plant, Peter Wyvern Patrick Bushell as trustees of the Thomas Plant (Birmingham) Limited 1997 Retirement Benefits Scheme and (2) the Company;

HK Subsidiary

Kitchen Craft (Asia) Limited, further details of which are set out in part 3 of schedule 2;

Indebtedness

(as shown in the Completion Accounts), the aggregate of the following items as at the close of business on 31 December 2013:

(a)

all indebtedness of the Group which is in the nature of borrowings to third parties and which shall include moneys borrowed from banks or other financial institutions, receivables sold or discounted, any liability in respect of finance leases or hire purchase agreements, any off balance sheet liabilities including those relating to financial instruments, any note purchase facility, bonds, notes, debentures, loan stock or any similar financial instrument, capital equipment creditors and capital commitments, any interest rate swap including the breakage costs payable by any Group Company in respect of termination of any interest rate hedging agreement between any Group Company and its bank, any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution, any liability under an advance or deferred purchase agreement, any other amount raised under any transaction having the commercial effect of a borrowing and any liability in respect of any guarantee for any of the foregoing items;

(b)

the costs, fees and penalties payable in respect of the release of existing security held by the Company’s bank;

(c)

£158,802 in respect of the bonus payments payable to certain senior staff as referred to in documents 1.23.1.1 and 1.29.17 in the Dataroom and any PAYE and National Insurance thereon;

(d)

amounts outstanding by way of any other staff bonuses (save to the extent such staff bonuses have been accrued in the Company’s financial statements prior to Completion);

(e)

corporation tax liabilities accrued to 31 December 2013 which will be determined on the basis that the Company has discharged the indebtedness obligations referred to in paragraphs (b), (c), (d), (f), (h) and (k) and these are to the extent deductible for corporation tax therefore taken into account in calculating the corporation tax liability in the period up to 31 December 2013 irrespective of when the obligations are actually satisfied;

(f)

any loans, bonuses (or payments in advance) in respect of the Sellers and/or their connected persons including any PAYE and National Insurance and accrued unpaid interest relating thereto;

(g)

any fees and expenses payable by the Company to advisers and other third parties in respect of the transactions contemplated by this agreement;

(h)

the costs of winding up dormant subsidiaries not exceeding £8,000 plus VAT;

(i)

any outstanding liabilities (including contingent liabilities) to vendors of any company or business acquired by any Group Company, including any earn-out or other deferred consideration;

(j)

any liability in respect of any guarantee for any of the foregoing items;

(k)

£1,200,000 being the Pension Payment:

but excluding:

(i)

any of the above items to the extent taken into account in the determination of Actual Working Capital; and

(ii)

any foreign currency forward contracts for normal trading (provided that the notional amount of any such contracts shall not exceed the amount of the underlying hedged activity);

Intellectual Property

all intellectual property rights, including:

(a)

patents, registered and unregistered trade and service marks, business names, domain names, copyright, rights in designs, rights in inventions, database rights and topography rights (whether or not registered);

(b)

applications for any of the rights in (a) above, together with the right to apply for registration of such rights;

(c)

know-how, trade secrets, confidential information, technical information, customer, licensor and supplier lists and any other proprietary knowledge and/or information of whatever nature and howsoever arising

together with any rights or types of protection of the same or of a similar nature to those listed in (a), (b) or (c) insofar as they may subsist anywhere in the world and in each case for their full term and/or effect;

Intellectual Property Agreement

any licence, consent or permission to use any Intellectual Property (including any unwritten or informal arrangement) granted to or by the Company;

Investor Questionnaire

the document, described as such, in the Agreed Form (and attached as appendix A to schedule 12) to be completed and executed by each Seller receiving Consideration Shares pursuant to this agreement and by the Company;

Life Assurance Scheme

the Company’s group life assurance scheme with MetLife;

Lifetime’s Common Stock

the common stock, par value $0.01 per share, of the Buyer;

Losses

any losses (including loss of profits, loss of reputation and consequential losses), claims, judgments, costs (including costs of enforcement and legal costs), damages, awards, charges, demands, proceedings, penalties, fines, expenses and/or any other liabilities incurred or sustained, or which may, directly or indirectly, be incurred or sustained;

Management Accounts

the management accounts of the Company for the period from the Accounts Date to the Management Accounts Date;

Management Accounts Date

30 November 2013;

Pension Payment

the sum of £1,200,000 (one million two hundred thousand pounds), (being an agreed reasonable estimate of the maximum shortfall between the value of the Defined Benefit Pension Scheme’s assets as immediately prior to Completion and the amount needed to wind-up the Defined Benefit Pension Scheme by securing all of its liabilities with an insurance company) such sum to be paid to the Company to immediately pay to the Defined Benefit Pension Scheme in accordance with clause 4.2.3 and schedule 11;

Pension Schemes

(a)

the Defined Benefit Pension Scheme;

(b)

the GPP;

(c)

the SSAS; and

(d)

the Life Assurance Scheme;

Products or Services

products or services which are of the same kind as or of a materially similar kind to or competitive with any products or services sold or supplied by the Company within the Relevant Period;

Prohibited Activities

the business of the Company as undertaken by the Company during the Relevant Period being the design, development, manufacture, sourcing, importation, distribution and supply of co-ordinated kitchenware, tableware, other houseware and giftware products including branded products, ‘own label’ products for retailers and licensed products;

Properties

all the properties owned or occupied by the Company, brief details of which are set out in parts 1,2 and 3 of schedule 7 and Property shall mean any one of them;

Property Warranties

the statements in part 5 of schedule 7;

Recognised Investment Exchange;

has the meaning given in section 285(1) Financial Services and Markets Act 2000;

Records

together:

(a)

accounts, books, ledgers, financial and other records of whatsoever kind of the Company, including all documentation relating to the contracts and employees of the Company, all invoices and other records required for VAT purposes, tax records and all lists of customers, licensors and suppliers of the Company in each case however stored and howsoever connected to the Company and the Computer Systems; and

(b)

all technical and sales material of the Company, including plans, technical and sales publications, designs, drawings and any negatives, blocks, plates and other similar material;

Relevant Period

the period of 12 months immediately prior to the Completion Date;

Relevant Proportions

the relevant proportions set opposite the Sellers respective names in column 5 of schedule 1;

Relevant Substance

any hazardous, dangerous, toxic, poisonous, noxious, offensive, radioactive, flammable, explosive, infectious or polluting substance, including asbestos, polychlorinated biphenyls or terphenyls (PCBs or PCTs), petroleum (including crude oil any fractions of crude oil and any petroleum produce and distillates), radon gas, batteries and any other substance or waste described or listed in or pursuant to any Environmental Laws as hazardous, dangerous, special, toxic, radioactive, noxious or offensive and any other substance which is included under or regulated by or pursuant to any Environmental Laws relating to matters which come within the scope of the definition of Environmental Matters or anything made using any of those substances;

Restricted Territory

any territory in which the Company has carried on business during the Relevant Period and for this purpose it is acknowledged that, whilst the Company is based at locations in the UK and Hong Kong, sourcing is carried out throughout China and sales and marketing are carried out on a worldwide basis;

Securities Warranties

the statements in part 3 of schedule 12;

Sellers’ Accountants

BDO LLP of 125 Colmore Row, Birmingham B3 3SD, United Kingdom;

Sellers’ Representative

Andrew Plant or such other person resident in the United Kingdom as may be nominated by the Sellers;

Sellers’ Solicitors

Shakespeares Legal LLP of Somerset House, Temple Street, Birmingham, B2 5DJ, United Kingdom;

Service Agreement Additional Payment

the additional payment (if any) due to each Executive Manager under the provisions of clause 7 of and appendix to their respective Service Agreements;

Service Agreements

the service agreements to be entered into between the Company and each of Andrew Plant, Richard Plant and Peter Bushell on the date of this agreement in the Agreed Form;

Shares

690,000 ordinary shares of £1.00 each in the capital of the Company, comprising the whole of the share capital of the Company;

SSAS

the small self-administered scheme known as the Thomas Plant (Birmingham) Limited 1997 Retirement Benefits Scheme currently governed by a trust deed and rules dated 13 December 2013;

Subsidiaries

the UK Subsidiaries and the HK Subsidiary and Subsidiary shall be construed accordingly;

Tax

has the meaning given in schedule 6;

Tax Authority

has the meaning given in schedule 6;

Tax Claim

has the meaning given in schedule 6;

Tax Covenant

the covenants relating to Tax contained in part 2 of schedule 6;

Tax Warranties

the statements in parts 3 and 4 of schedule 6;

TCGA 1992

the Taxation of Chargeable Gains Act 1992;

Technical Information

all data, formulae, techniques, trade secrets, expertise, proprietary knowledge, know-how, designs, drawings, recipes, specifications, instructional materials and other such information, of whatever nature, owned and/or used by the Company in connection with its business;

UK Subsidiaries

(a)

Frederick Hill (Birmingham) Limited, registered number 00376756;

(b)

Thomas Plant (Birmingham 1927) Limited, registered number 00219394;

(c)

Kitchencraft (Housewares) Limited, registered number 02697575; and

(d)

Plumbob (Hardware) Limited, registered number 02697547;

further details of each of which are set out in part 2 of schedule 2;

UKLA

the United Kingdom Listing Authority or any other competent authority for the time being for the purposes of Part VI Financial Services and Markets Act 2000;

Undetermined Claim

any Claim or Tax Claim or claim under clause 5 of this agreement which has been notified to the Sellers in accordance with this agreement prior to the Earn Out Payment Date (or the date for any additional payment from the Buyer pursuant to paragraph 4 of schedule 11 or the date for any Service Agreement Additional Payment, as the case may be) but which has not become a Determined Claim;

Valepits Road Lease

the new lease in the Agreed Form relating to land and premises in Valepits Road, Garretts Green, Birmingham to be entered into between (1) Andrew John Plant, Richard Thomas Hugo Plant, Peter Wyvern Patrick Bushell as trustees of the Thomas Plant (Birmingham) Limited 1997 Retirement Benefits Scheme and (2) the Company;

VAT

value added tax within the meaning of the VATA;

VATA

the Value Added Tax Act 1994;

Warranties

the General Warranties, the Tax Warranties and the Property Warranties and references to Warranty shall be construed accordingly;

Working Capital

in relation to the Group, the aggregate amount of stock, trade and other debtors (excluding amounts due from the Sellers and/or their associated companies outside the Group and/or connected persons), work in progress and prepayments less the amount of trade and other creditors, accruals, customer advances and VAT, PAYE or National Insurance or equivalent sale or employment taxes (but not PAYE and National Insurance payable in relation to directors’ bonuses to the extent taken into account in the determination of Indebtedness) payable or accrued as at the close of business on the last day of the relevant calendar month; and

Working Capital Target


(£181,894,633 + the Actual Working Capital - £117,378)		+ £483,527
12

1.2	In this agreement, a reference to:

1.2.1

a clause or schedule or appendix is, unless otherwise stated, a reference to a clause of, or a schedule or appendix to, this agreement;

1.2.2

a paragraph is, unless otherwise stated, a reference to a paragraph of a schedule;

1.2.3

a statutory provision includes a reference to that statutory provision as replaced, modified or re-enacted from time to time and any subordinate legislation made under that statutory provision from time to time, in each case whether before or after the date of this agreement Provided that, as between the parties, no such amendment or re-enactment made after the date of this agreement shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely effect the rights of, any party;

1.2.4

any English statutory provision or English legal term for any action, remedy, method of judicial proceeding, document, legal status, court, official or any other legal concept or thing shall, in respect of any person incorporated or resident or ordinarily resident or domiciled in any jurisdiction other than England and Wales, be deemed to refer to and include any equivalent or analogous action, remedy, method of judicial proceeding, document, legal status, court, official or other legal concept or thing or what most nearly approximates in that jurisdiction to the relevant English statutory provision or English legal term;

1.2.5

a “subsidiary” shall include a reference to a “subsidiary” and a “subsidiary undertaking” (each as defined in the Act) and a reference to a “holding company” shall include a reference to a “holding company” and a “parent undertaking” (each as defined in the Act);

1.2.6

a person includes a reference to an individual, body corporate, association, government, state, agency of state or any undertaking (whether or not having a legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

1.2.7

a party means a party to this agreement and includes its permitted assignees and/or the successors in title to substantially the whole of its undertaking and, in the case of an individual, to his estate and personal representatives;

1.2.8

a company (other than the “Company”) shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.9

writing shall, subject to clause 15.4, include any mode of reproducing words in a legible and non-transitory form; and

1.2.10

this agreement or any provision of this agreement or any other document are to this agreement, that provision or that document as in force for the time being and as amended from time to time in accordance with the terms of this agreement or that document or with the agreement of the relevant parties (as the case may be).

1.3	The schedules and appendices form part of this agreement and have the same effect as if expressly set out in the body of this agreement and shall be interpreted and construed as though they were set out in this agreement.

1.4	The contents table and headings in this agreement are for convenience only and do not affect the interpretation or construction of this agreement.

1.5	Words importing the singular include the plural and vice versa, words importing a gender include every gender and reference to any party to this agreement comprising more than one person includes each person constituting that party.

1.6	The words “other”, “include”, “including” and “in particular” do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.

1.7

All agreements, covenants, warranties, undertakings, indemnities, representations, obligations and liabilities on the part of the Sellers or any two or more of the Sellers contained in or arising under this agreement are, save where expressly stated to the contrary, joint and several and shall be construed accordingly.

1.8

Any question as to whether a person is connected with another shall be determined in accordance with section 1122 CTA 2010 (except that in construing section 1122 “control” has the meaning given by section 1124 or section 450 CTA 2010 so that there is control whenever section 1124 or 450 requires) which shall apply in relation to this agreement as it applies in relation to the CTA 2010.

1.9

Unless specified otherwise, or where the context otherwise requires, a reference to the “Company” shall be deemed to include a reference to each Group Company so that, for the avoidance of doubt but without any limitation, the Warranties and the Tax Covenant and the indemnities in clause 5 shall be given in respect of and in relation to each Group Company.

1.10	Where in this agreement any party gives an indemnity in favour of another party, the obligation of the indemnifying party shall be to make the relevant payment in full on demand and without any set-off, counterclaim or other deduction.

2.	SALE AND PURCHASE OF THE SHARES

2.1	Each Seller shall sell with full title guarantee and free from any Encumbrance, and the Buyer shall buy, the number of Shares set opposite the name of that Seller in schedule 1.

2.2

Each Seller covenants that he has the right to sell and transfer the legal and beneficial title to the Shares to be transferred by him pursuant to this agreement and that such Shares are free from any Encumbrance. Section 6(2) Law of Property (Miscellaneous Provisions) Act 1994 shall not apply for the purpose of this agreement. Each Seller covenants that the Warranties in paragraphs 1 and 2 of schedule 4 are true and accurate.

2.3

Title to and beneficial ownership of the Shares shall pass to the Buyer on Completion. The Shares shall be sold and purchased together with all rights and benefits attached to or accruing to them (including all dividends and distributions declared, made or paid) at, or at any time after, Completion.

2.4	Each of the Sellers:

2.4.1

waives any right of pre-emption over or in respect of the Shares (or any of them) which may have been conferred on him, whether under the articles of association of the Company or otherwise;

2.4.2

undertakes to procure that any right of pre-emption over any of the Shares which may be vested in any other person is waived; and

2.4.3

covenants that the Shares are fully paid (or credited as fully paid) and constitute the whole of the share capital of the Company.

2.5	The Buyer shall not be required to complete the purchase of any of the Shares unless all of the Shares are transferred at the same time.

3.	CONSIDERATION

3.1	The Consideration is, subject to adjustment pursuant to the provisions of this clause 3 (and schedules 9 and 11):

3.1.1

the payment of £37,356,366 by the Buyer in cash at Completion (to be apportioned between the Sellers in the amounts set opposite their respective names in column 3 of schedule 1); and

3.1.2

the issue to the Sellers by the Buyer on Completion of the Consideration Shares (credited as fully paid and to be allocated between the Sellers in the amounts set opposite their respective names in column 4 of schedule 1); and

3.1.3

the payment by the Buyer in cash of the amount agreed or determined in accordance with schedule 10 (to be apportioned between the Sellers in the Earn Out Proportions).

3.2

Subject to clause 13.2 or unless otherwise agreed in writing between the parties, any sum due from one party to another under any provision of this agreement (whether under this clause 3 or otherwise and including any payment out of the Deposit Account) shall be paid by telegraphic transfer of funds to the receiving party’s solicitors. The receipt of the receiving party’s solicitors will give a full and valid discharge to the paying party who shall not be obliged to see to the application of such monies (including, for the avoidance of doubt, as between Sellers).

Completion Accounts

3.3	The Completion Accounts shall be prepared, ascertained and agreed in accordance with the provisions of schedule 9.

3.4	The Consideration shall be adjusted on determination or agreement of the Completion Accounts as follows:

3.4.1

if the Completion Accounts determine that the Actual Net Indebtedness is less than £1,354,744 (one million three hundred and fifty four thousand seven hundred and forty four pounds) there shall be added to the Consideration a sum equal to the amount by which the Actual Net Indebtedness is less than £1,354,744 on a £1 for £1 basis*;

3.4.2

if the Completion Accounts determine that the Actual Net Indebtedness is greater than £1,354,744 there shall be deducted from the Consideration a sum equal to the amount by which the Actual Net Indebtedness is greater than £1,354,744 on a £1 for £1 basis;

3.4.3

if the Completion Accounts determine that there is an Actual Working Capital Excess, there shall be added to the Consideration an amount equal to the Actual Working Capital Excess on a £1 for £1 basis (up to a maximum of £2,000,000); and

3.4.4

if the Completion Accounts determine that there is an Actual Working Capital Shortfall, there shall be deducted from the Consideration an amount equal to the Actual Working Capital Shortfall on a £1 for £1 basis.

3.5	The Completion Accounts shall determine the Completion Accounts Payment pursuant to clause 3.4. For the avoidance of doubt:

3.5.1

if the Completion Accounts determine that there is either (a) an addition to the Consideration pursuant to clause 3.4.1 and a deduction to the Consideration pursuant to clause 3.4.4 or (b) a deduction to the Consideration pursuant to clause 3.4.2 and an addition to the Consideration pursuant to clause 3.4.3, the relevant amounts shall be offset in determining the Completion Accounts Payment;

3.5.2

if the Completion Accounts determine that there is an addition to the Consideration pursuant to clause 3.4.1 and an addition to the Consideration pursuant to clause 3.4.3, the relevant amounts shall be aggregated to determine the Completion Accounts Payment payable to the Sellers;

3.5.3

if the Completion Accounts determine that there is a deduction to the Consideration pursuant to clause 3.4.2 and a deduction to the Consideration pursuant to clause 3.4.4, the relevant amounts shall be aggregated to determine the Completion Accounts Payment repayable to the Buyer.

*	For the avoidance of any doubt, if the Actual Net Indebtedness is less than zero pounds (i.e. Cash exceeds Indebtedness), there shall be added to the Consideration pursuant to clause 3.4.1 £1,354,744 plus a sum equivalent to the amount by which Cash exceeds Indebtedness.

3.6	Within 10 Business Days of the date on which the Completion Accounts are agreed or determined in accordance with schedule 9:

3.6.1

if the Completion Accounts Payment is an increase in the Consideration, the Buyer shall pay to the Sellers in cash an amount equal to the Completion Accounts Payment such amount to be apportioned between the Sellers in the Relevant Proportions;

3.6.2

if the Completion Accounts Payment is a reduction in the Consideration, the Sellers shall repay to the Buyer in cash an amount equal to the Completion Accounts Payment, such amount to be repaid by the Sellers in the Relevant Proportions.

Set-off

3.7

The Buyer may deduct from and set-off against the Earn Out Consideration (and/or against any additional payment to be made by the Buyer under paragraph 4 of schedule 11 ( schedule 11 payment )) the amount of any Buyer Determined Claim which is subsisting and has not been settled in full by the Sellers at the time the Earn Out Consideration (or schedule 11 payment) is due to be paid.

3.8

The Buyer may deduct from and set-off against the Earn Out Consideration (and/or against any additional payment to be made by the Buyer under paragraph 4 of schedule 11) the Estimated Amount of any Undetermined Claim which is subsisting at the time the Earn Out Consideration (or schedule 11 payment, as the case may be) is due to be paid.

3.9	If (and only if) the Buyer wishes to exercise the right of set-off of any Undetermined Claim under clause 3.8, either party may require, by notice in writing to the other, that the matter is referred to a Counsel for certification of the Estimated Amount of such Undetermined Claim.

The Counsel shall be a counsel of at least 5 years standing and experience in relevant commercial matters. The Buyer and the Sellers shall agree the identity of the Counsel and the terms of his engagement in writing. If the Buyer and the Sellers fail to agree the identity of the Counsel or the terms of his engagement within 10 Business Days of either party serving details of a suggested Counsel on the other, the Counsel shall be nominated by and engaged on such terms as may be specified by the Chairman for the time being of the Bar Council in England and Wales on the application at any time of either party.

3.10	The Counsel shall be instructed to:

3.10.1

prepare a written opinion and give notice of that opinion to the parties within a maximum of 20 Business Days of the matter being referred to him;

3.10.2

give his opinion as to whether or not, on the basis of the information before him, the Buyer has no real prospect of succeeding in relation to the relevant Undetermined Claim; and

3.10.3

where the Counsel’s opinion states that the relevant Undetermined Claim is not one where the Buyer has no real prospect of succeeding, give his opinion as to the maximum amount which the Counsel estimates may constitute the Sellers’ liability to the Buyer in respect of such Undetermined Claim.

3.11

The Buyer and the Sellers shall supply the Counsel with any information which he may reasonably request in connection with his determination. The Buyer and the Sellers shall be entitled to make written submissions to the Counsel provided that a copy of any such written submissions is also simultaneously delivered to the other party. The Counsel shall give due weight to any such written submission which is received by him within such time limit as he may determine and have notified to the parties.

3.12

The decision of the Counsel (who shall be deemed to act as an expert and not as an arbitrator) shall be final and binding on the parties (save in the case of fraud or manifest error). The costs of the Counsel in connection with his opinion (and the costs, if any, of the Chairman for the time being of the Bar Council in England and Wales) shall be borne as he directs (taking into account the conduct of the parties and the merits of their respective arguments in relation to the reference made to him) or, in the absence of any such direction, by the Buyer and the Sellers in equal shares.

3.13

Where the Counsel’s opinion states that the relevant Undetermined Claim is not one where the Buyer has no real prospect of succeeding, the Buyer shall, on or before the date the Earn Out Consideration (or schedule 11 payment) is due for payment, pay into the Deposit Account, an amount equal to the amount(s) (if any) deducted from the Earn Out Consideration (or schedule 11 payment) in accordance with clause 3.8. For this purpose, the Buyer and the Sellers undertake to irrevocably and unconditionally instruct the Buyer’s Solicitors and the Sellers’ Solicitors, prior to the due date for payment of the Earn Out Consideration (or schedule 11 payment), to open the Deposit Account.

3.14	If an amount is paid into the Deposit Account in accordance with clause 3.13 the provisions of clauses 3.15 to 3.21 (inclusive) shall apply.

3.15	The Buyer’s Solicitors and the Sellers’ Solicitors shall hold the Estimated Amount in the Deposit Account as stakeholders on trust for the Buyer and the Sellers.

3.16	No amount shall be released from the Deposit Account other than in accordance with the following provisions in this clause 3 or as agreed in writing between the Buyer and the Sellers from time to time.

3.17	Any interest accruing on the balance in the Deposit Account from time to time shall be credited to the Deposit Account and any payment of principal from the Deposit Account shall include a payment of the interest earned on such principal sum in the Deposit Account.

3.18	The liability to Tax on any interest on any amount in the Deposit Account shall be borne by the party ultimately entitled to that amount. Any costs incurred in establishing and maintaining the Deposit Account shall be debited to the Deposit Account.

3.19	For the avoidance of doubt:

3.19.1

if an amount is paid in to the Deposit Account pursuant to clause 3.13, the Buyer shall be required to:

(a)

issue legal proceedings in respect of that Undetermined Claim (provided that Undetermined Claim has not been previously satisfied, settled or withdrawn and therefore if appropriate the relevant payment already released from the Deposit Account) within 12 months of the notification of such Undetermined Claim to the Sellers (or, in the case of the Tax Covenant, within 12 months of the due date for payment under paragraph 9 of the Tax Covenant) or, in the case of any Undetermined Claim based upon liability which is contingent only, within 12 months after the date on which such contingent liability becomes an actual liability (or, in each case, if later, within 6 months of the conclusion of any and all action which the Sellers have required the Buyer to take in accordance with schedule 5 of this agreement (or paragraph 12 of the Tax Covenant)); or

(b)

if legal proceedings are not issued within the relevant time period referred to in clause 3.19.1(a) then (provided that Undetermined Claim has not been previously satisfied, settled or withdrawn and therefore if appropriate the relevant payment already released from the Deposit Account), together with the Sellers, instruct the Buyer’s Solicitors and the Sellers’ Solicitors to release the amount retained in the Deposit Account in respect of such Undetermined Claim to the Sellers;

3.19.2

if a Due Amount is not satisfied in full from the Deposit Account, the relevant Buyer Determined Claim (to the extent not so satisfied) shall remain fully enforceable against the Sellers; and

3.19.3

nothing in these “Set-off” provisions shall prejudice, limit or otherwise affect any other right or remedy which the Buyer may have from time to time against the Sellers either under this agreement or any of the documents executed pursuant to this agreement or as provided by law.

3.20	Each of the Buyer and the Sellers undertake to irrevocably and unconditionally instruct the Buyer’s Solicitors and the Sellers’ Solicitors, in each case within 10 Business Days of the relevant Undetermined Claim becoming a Determined Claim, to make payments from the Deposit Account as follows:

3.20.1

if a Buyer Determined Claim, to the Buyer the Due Amount in respect of such Buyer Determined Claim and any related award of costs (or, if less, the amount standing to the credit of the Deposit Account) (together with any accrued interest on such amount but less any applicable bank charges); and

3.20.2

(after first making payment to the Buyer pursuant to clause 3.20.1 (if clause 3.20.1 is applicable) to the relevant Sellers, the balance (if any) standing to the credit of the Deposit Account after deducting the Estimated Amount of any other Undetermined Claim(s) in respect of which an amount has been paid into the Deposit Account (together with accrued interest on such amount but less any applicable bank charges).

For the purpose of clauses 3.19 and 3.20, if the relevant legal proceedings are either withdrawn by the Buyer (without the parties having agreed a settlement in respect of the subject matter of those legal proceedings) or the relevant legal proceedings are struck out by the relevant court and not reinstated pursuant to the Civil Procedure Rules or otherwise within 12 months of that strike out, the release of monies from the Deposit Account as described in clause 3.20.2 shall apply.

3.21

As soon as practicable after the last Undetermined Claim becomes a Determined Claim and following the payment of any amount due to the Buyer in respect of that Determined Claim in accordance with paragraph 3.20.1, the Buyer and the Sellers shall (subject to the provisions of schedule 11) instruct the Buyer’s Solicitors and the Sellers’ Solicitors to pay to the relevant Sellers, the balance (if any) standing to the credit of the Deposit Account (together with any accrued interest on such amount but less any applicable bank charges).

3.22	Any amount(s) deducted from and set-off against the Earn Out Consideration and/or from any payment under paragraph 4 of schedule 11 shall be apportioned between the Sellers in the Earn Out Proportions.

4.	COMPLETION

4.1	Completion shall take place at the office of the Buyer’s Solicitors on the date of this agreement when each of the matters set out in schedule 3 shall occur.

4.2	Upon completion of the matters referred to in schedule 3:

4.2.1

the Buyer shall pay the amount referred to in clause 3.1.1 in the manner specified in clause 3.2;

4.2.2

the Buyer shall issue the number of Consideration Shares set opposite the Sellers respective names in column 4 of schedule 1, receipt of the stock certificates (or the Transfer Agent and Registrars Certificate in the Agreed Form) as the case may be, relating thereto (together with a copy of the corporate authorisations in the Agreed Form required to validly issue the Consideration Shares) by the Sellers’ Solicitors shall be a sufficient discharge to the Buyer for that part of the Consideration to be satisfied by the issue of the Consideration Shares; and

4.2.3

the Buyer shall procure that the Company pays the Pension Payment to the Defined Benefit Pension Scheme.

4.3	The provisions of schedule 12 shall apply.

5.	WARRANTIES AND INDEMNITIES

5.1	The Sellers warrant to the Buyer (for itself and on behalf of each member of the Buyer’s Group) in the terms of the Warranties.

5.2	The Warranties are subject to:

5.2.1

any matter which is Disclosed provided that no matter Disclosed shall apply to limit or qualify any of the Warranties in paragraphs 1 and 2 in schedule 4; and

5.2.2

the provisions of schedule 5, provided that none of the limitations in schedule 5 shall apply in respect of a breach of any of the Warranties in paragraphs 1, 2, 3, 4 or 35 in schedule 4.

5.3	The Sellers acknowledge that the Buyer is entering into this agreement in reliance on each of the Warranties with the intention of inducing the Buyer to enter into this agreement.

5.4	Save as provided in clause 5.2.1 above and in paragraph 5.2 of schedule 5:

5.4.1

no information of which the Buyer has knowledge (actual, constructive or imputed) shall prevent or limit a claim made by the Buyer for breach of clause 5.1; and

5.4.2

neither the rights and remedies of the Buyer, nor the Sellers liability in respect of the Warranties, shall be affected by any investigation made by or on behalf of the Buyer into the Company.

5.5

The Sellers waive and may not enforce any right which they may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the employees or officers of the Company for the purpose of assisting the Sellers to make a representation, give a Warranty, provide the Tax Covenant or prepare the Disclosure Letter save to the extent of any fraud by any such employee.

5.6

Each of the Warranties (and each sub-paragraph within each Warranty) shall be interpreted as a separate and independent warranty so that the Buyer shall have a separate claim and right of action in respect of every breach of each Warranty. Each Warranty shall be construed independently and, except where this agreement provides otherwise, is not limited by the terms of any other Warranty or any other provision of this agreement.

5.7	Where any Warranty refers to the knowledge, information, belief or awareness of the Sellers (or similar expression), the Sellers shall be deemed to be aware of all information they

received after making due enquiry into the subject matter of that Warranty of the persons listed in Table A below and the third party advisers listed in Table B below or which they would have received had such due enquiry been made and for these purposes the Sellers shall not be deemed to have made enquiry of any other person or third party. For the avoidance of any doubt, the knowledge, information, belief and awareness of the Sellers shall be deemed to include the knowledge, information, belief and awareness of each other.


Table A
Name		Position

Andrew Plant		Managing Director

Richard Plant		Sales Director

Peter Bushell		Buying Director

Anthony Perry		Financial Controller

Tony Elliott		Warehouse and Operations General Manager

Simon Owen		Quality and Supply Chain Controller

Len Comrie		IT Manager

Debra Cooke		Management Accountant

Daniel Wright		Export Sales Manager

Table B

BDO LLP and BDO Hong Kong LLP

Shakespeares Legal LLP

Clearwater Corporate Finance LLP

Forresters

NCS Property Consultants Limited

Swinton Commercial

Newell Palmer Trustees Limited

Scottish Widows

5.8

Without prejudice to any other right or remedies available to the Buyer, the Sellers shall indemnify the Buyer and the Company (and each other member of the Buyer’s Group) against all Losses which the Buyer or the Company (or any other member of the Buyer’s Group) incurs, suffers or sustains directly or indirectly, in any way whatsoever, as a result of or in the event of or in connection with:

5.8.1

any indebtedness as at Completion to or from the Sellers and/or their connected persons to or from the Company (save in the case of the Executive Management Team, in respect of salary and other employment related benefits properly accrued but not yet paid);

5.8.2

any facts, matters or circumstances giving rise to a breach of the Warranties at paragraphs 38 and/or 39 in schedule 4;

5.8.3

any failure by the Company to award a pay rise to any employee absent from work due to pregnancy and/or maternity at any time in the 3 years prior to Completion (including any back dated salary (and any corresponding benefits) paid or provided to such employees).

5.9	Any payment required to be made by the Sellers pursuant to this clause 5 shall be:

5.9.1

paid in cash; and

5.9.2

deemed to be a reduction in the Consideration.

5.10

The parties acknowledge that the Buyer may transfer some or all of the Shares or the business and/or any assets of the Company to any other member of the Buyer’s Group at a price and on terms as to payment to be determined at the time (the Intra Group Transfer). The parties agree that for the purposes of calculating the value of any claim by the Buyer for breach of any term of this agreement, the Buyer shall (if the Intra Group Transfer has occurred) be entitled to claim against the Sellers as if the Intra Group Transfer had not taken place.

5.11	The Sellers warrant and undertake to the Buyer (for itself and on behalf of each member of the Buyer’s Group) that:

5.11.1

in the period from the close of business on 31 December 2013 until and including the Completion Date, the Group has not (save for corporation tax liability accrued in the normal and proper course of business in respect of the period from and including 1 January 2014) incurred or agreed to incur any Indebtedness;

5.11.2

excluding all transactions conducted by the Company in the normal and proper course of business on an arms length basis, the amount of cash as at the close of business on the Completion Date is not less than as at the close of business on 31 December 2013;

5.11.3

excluding all transactions conducted by the Company in the normal and proper course of business on an arms length basis, the amount of working capital as at the close of business on the Completion Date is not less than as at the close of business on 31 December 2013.

For the purposes of clauses 5.11.2 and 5.11.3, the expressions “cash” and “working capital” shall be interpreted as defined in the definitions of “Cash” and “Working Capital” in clause 1.1 of this agreement, save (in the case of the measurement as at the close of business on the Completion Date) for references to Completion Accounts, 31 December 2013 and the last day of the relevant calendar month.

5.12	The Sellers warrant and undertake to the Buyer (for itself and on behalf of each member of the Buyer’s Group) that in the period from the close of business on 31 December 2013 until and including the Completion Date;

5.12.1

no management charge or fee has been levied by any of the Sellers or any of their connected persons against any Group Company and there has been no payment (or agreement to pay) any management, service or other fees or compensation from any Group Company to any of the Sellers or any of their connected persons save for employment salary and benefits in the ordinary course;

5.12.2

no Group Company has:

(a)

waived or agreed to waive its right to any cash or compensation or any benefit from the Sellers or any connected person of any of the Sellers;

(b)

paid, assumed or discharged or agreed to pay, assume or discharge any obligation of the Sellers or any of their connected persons;

(c)

paid or incurred or agreed to pay or incur any costs or expenses relating to the sale of the Shares or to the other transactions contemplated by this agreement and any documents in Agreed Form;

(d)

paid or incurred or agreed to pay or incur a bonus, success bonus or success fee in relation to the transaction and matters that are the subject matter of this agreement and the documents in Agreed Form;

(e)

made or agreed to make any payment to or for the direct benefit of any of the Sellers or any of their connected persons;

(f)

entered into any transaction or arrangement with or for the direct benefit of any of the Sellers or any of their connected persons, other than to the extent such is both in the normal and ordinary course of conduct of the business of a Group Company and on arm’s length, fair market terms;

(g)

created, issued, redeemed, purchased or repaid any share or loan capital;

(h)

paid or declared or made any dividend or distribution of profits or assets to or in favour of any person;

(i)

traded otherwise than in the proper and normal course of business on an arm’s length basis;

(j)

made any payment or incurred any liability to any person other than in the proper and normal course of trading;

(k)

agreed or committed to do any of the matters listed in (a) to (j) above.

5.13

The Sellers agree to indemnify and keep indemnified the Buyer and each Group Company (and each other member of the Buyer’s Group) without set off, counterclaim or other deduction from and against all Losses which the Buyer or the Group (or any other member of the Buyer’s Group) incurs or suffers in any way whatsoever from any breach of clauses 5.11 and/or 5.12.

5.14

For the avoidance of any doubt, the Sellers shall not be liable pursuant to clauses 5.11 to 5.13 (inclusive) to the extent that the relevant payment or liability has been taken into account in the calculation of Indebtedness in the Completion Accounts nor in relation to the £4,533 SDLT payable in relation to the Valepits Road Lease.

TAX

The provisions of schedule 6 shall apply.

7.	RESTRICTIONS ON THE COVENANTORS

7.1

As further consideration for the Buyer agreeing to purchase the Shares on the terms of this agreement and with the intent of assuring to the Buyer the full benefit and value of the goodwill and know-how of the Company, each Covenantor severally undertakes to the Buyer (for the benefit of itself and the Company) that he will not, either solely or jointly, directly or indirectly, alone or in conjunction with or on behalf of or through any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner, member or in any other capacity, for a period of three years following the Completion Date:

7.1.1

within the Restricted Territory carry on or be engaged, concerned or interested in, or provide technical, commercial, professional or other advice to, any other business which supplies or proposes to supply Products or Services in competition with the Company;

7.1.2

within the Restricted Territory carry on or be engaged, concerned or interested in, or provide technical, commercial, professional or other advice to, any other business which carries on or proposes to carry on any Prohibited Activities in competition with the Company;

7.1.3

within the Restricted Territory be employed, engaged, concerned or interested, directly or indirectly, in any business which at any time during the Relevant Period has supplied or licensed products or services to the Company;

7.1.4

subject to the provisions of clause 7.8, do or attempt to do anything which causes or may cause any supplier who has supplied products or services to the Company during the Relevant Period to cease, alter or materially reduce its supplies to the Company or to alter the terms on which it supplies the Company;

7.1.5

subject to the provisions of clause 7.8, do or attempt to do anything which causes or may cause any licensor who has licensed products (and/or licensed the use of that licensor’s brand, name or logo) to the Company during the Relevant Period to withdraw that licence or to alter the terms of such licence;

7.1.6

in competition with the Company, solicit any order, enquiry or business in respect of any Prohibited Activities, or for the sale or supply of any Products or Services, from any Customer;

7.1.7

in competition with the Company, accept any order, enquiry or business in respect of any Prohibited Activities, or for the sale or supply of any Products or Services, from any Customer;

7.1.8

solicit, induce or entice away from the Company, or attempt to solicit, induce or entice away from the Company, in any case in connection with a business in or proposing to be in competition with the Company, a Critical Person, whether or not such person would commit any breach of his contract of employment or engagement by leaving the service of the Company; or

7.1.9

employ or engage, or offer to employ or engage, in any case in connection with a business in or proposing to be in competition with the Company, a Critical Person, whether or not such person would commit any breach of his contract of employment or engagement by accepting such employment or engagement.

7.2

Each Covenantor severally undertakes to the Buyer (for the benefit of itself and the Company) that he will not, either solely or jointly, directly or indirectly, alone or in conjunction with or on behalf of or through any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner, member or in any other capacity, at any time after Completion, use, whether as a company name, trading name or otherwise, the names “Thomas Plant” or “Kitchen Craft” or any other name used by the Company in connection with its business activities (or any other names which are similar to or may be confused with such names).

7.3	Each of the restrictions contained in clauses 7.1 and 7.2 are to be treated as separate obligations, independent of the others.

7.4

The parties consider the restrictions contained in clauses 7.1 and 7.2 to be reasonable as between themselves and the public interest and in particular reasonable and necessary to protect the legitimate business interests of the Company. If, however, any of them are found by a court to be unreasonable or unenforceable, but would be reasonable and enforceable if deleted in part or reduced in application, then the restrictions shall apply with such deletion or modification as may be necessary to make it reasonable and enforceable.

7.5

Nothing in this clause 7 shall prevent any Covenantor from being the holder of or beneficially interested in any class of securities in any company if such class of securities is listed or dealt in on any Recognised Investment Exchange and confers not more than 3% of the votes which can generally be cast at a general meeting of that company.

7.6

Each Covenantor agrees with the Buyer that he will, at the Buyer’s request and cost, enter into a direct undertaking (or undertakings, as the case may be) executed as a deed (or deeds, as the case may be) with the Company whereby he will accept restrictions corresponding to those restrictions accepted by that Covenantor in this clause 7.

7.7	Each Covenantor shall procure that any person connected with him complies with the restrictions accepted by that Covenantor set out in this clause 7.

7.8	A Covenantor shall not be in breach of the provisions of either of clauses 7.1.4 or 7.1.5 in respect of anything done for the purposes of lawfully complying with the terms and conditions of his employment with the Company.

7.9

None of the Covenantors shall be in breach of either of clauses 7.1.3 or 7.1.4 (nor clause 7.7 to the extent relating to clauses 7.1.3 or 7.1.4) in respect of anything done by Lindsay Wright (Sally Wright’s husband) for the purposes of his lawfully complying with (or lawfully terminating) his sales agency with Marlow International (as referred to in the document at section 1.28.29 of the Dataroom).

8.	FURTHER UNDERTAKINGS AND OBLIGATIONS OF THE SELLERS

8.1	Waiver of claims

The Sellers confirm that at the date of this agreement:

8.1.1

neither they nor any person connected with any of them has any claim against the Company on any account whatsoever;

8.1.2

other than in respect of the Executive Management Teams’ employment, there are no agreements or arrangements under which the Company has any actual, contingent or prospective obligation to or in respect of any of the Sellers or any person connected with any of them; and

8.1.3

any claim which the Sellers or any person connected with any of them have or has against the Company is waived in full, any obligation owed to the Sellers or any such connected person by the Company is released and the Sellers indemnify the Buyer and the Company against all Losses which the Buyer or the Company incurs or suffers, directly or indirectly, in any way whatsoever in connection with any such claim or obligation.

8.2	Further assurance

8.2.1

The Sellers covenant with the Buyer that they will at their own cost do everything possible to give the Buyer full and unrestricted legal and beneficial title to the Shares and to give effect to the provisions of this agreement including, on receiving the Buyer’s request:

(a)

doing and executing, or arranging for the doing and executing of, each act, document and thing necessary to implement this agreement; and

(b)

giving to the Buyer all information they possess or to which they have access relating to the Company’s business and allowing the Buyer to copy any document containing that information.

8.2.2

Immediately following Completion the Sellers shall (and shall procure that any other person shall) send to the Buyer at its registered office for the time being all records, correspondence, documents, files, memoranda and other papers belonging to the Company and which are not located at a Property or delivered at Completion (whether or not such documents are referred to in schedule 3).

8.2.3

Each Seller confirms that he will promptly refer to the Company all enquiries and other communications which he receives after the date of this agreement and which relate to the business of the Company.

8.3	Dealing with Shares pending registration

8.3.1

The Sellers undertake to the Buyer that for so long as any of them remains the registered holder of any of the Shares after Completion they will:

(a)

hold the Shares and the dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of the Shares after Completion and all rights arising out of or in connection with the Shares in trust for the Buyer;

(b)

deal with and dispose of the Shares and all such dividends, distributions and rights as the Buyer may direct;

(c)

vote at all meetings which they are entitled to attend as the registered holder of the Shares in such manner as the Buyer shall direct; and

(d)

execute all instruments of proxy or other documents which the Buyer may require to enable the Buyer to attend and vote at any such meeting.

8.3.2

For the purpose of giving effect to clause 8.3.1 each of the Sellers appoints the Buyer (acting by any of its directors from time to time) to be his attorney in his name and on his behalf to exercise all or any of the rights in relation to the Shares as the Buyer in its absolute discretion sees fit from immediately after Completion to the day on which the Buyer or its lawful nominee is registered in the register of members of the Company as the holder of the relevant Shares, including:

(a)

receiving notice of, attending and voting at a general meeting, class meeting or other meeting of the Company;

(b)

completing and returning any meeting requisition, form of proxy, consent to short notice, written resolution or other document required to be signed by the registered holder of the Shares;

(c)

dealing with, and giving directions as to, any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and

(d)

executing, delivering and doing all deeds, instruments and acts in that Seller’s name as may be done in that Seller’s capacity as the registered holder of the relevant Shares

and for that purpose each Seller consents to the Company sending any written resolutions, notices or other communications in respect of the Shares registered in his name to the Buyer. The power of attorney granted by this clause 8.3.2 is granted by each Seller to secure the interest of the Buyer in the Shares and, accordingly, shall be irrevocable. For the avoidance of doubt, only immediately after Completion will the votes attaching to the Shares be exercisable by the Buyer under the power of attorney granted by this clause 8.3.2.

9.	CONFIDENTIAL INFORMATION

9.1	Each of the Sellers severally undertakes with the Buyer (for itself and for the benefit of the Company) that he will:

9.1.1

not use or disclose to a person Confidential Information he has or acquires; and

9.1.2

use such powers of control as are reasonably available to him to prevent the use or disclosure of Confidential Information.

9.2	Clause 9.1 does not apply to:

9.2.1

disclosure of Confidential Information to a director, officer or employee of the Buyer or the Company whose function requires him to have the Confidential Information;

9.2.2

use or disclosure of Confidential Information required to be used or disclosed by law or by any governmental or regulatory body but only to the extent required by law;

9.2.3

disclosure of Confidential Information to an adviser for the purpose of advising the Sellers but only on terms that clause 9.1 applies to use or disclosure by the adviser; or

9.2.4

Confidential Information which becomes publicly known except by a breach of clause 9.1.

10.	ANNOUNCEMENTS

10.1	Subject to clause 10.2, the Sellers shall not make or authorise any press or public announcement or other communication or circular concerning the terms of any matter contemplated by or ancillary to this agreement without the prior written consent of the Buyer.

10.2	The Sellers may:

10.2.1

make or authorise an announcement required by law or by any regulatory or governmental body (whether or not such requirement has the force of law) provided that:

(a)

the Sellers have consulted with and taken into account the requirements of the Buyer; and

(b)

the Sellers have used reasonable endeavours to obtain confidentiality undertakings from any relevant securities exchange or regulatory or governmental body; and

10.2.2

make a communication to their professional advisers in connection with advice relating to the interpretation of this agreement or proceedings relating to the enforcement of the terms of this agreement.

10.3

The Buyer shall not make any UK specific press release in respect of the sale and purchase contemplated by this agreement unless (a) required by law or by any regulatory or governmental body or (b) otherwise with the prior approval of the Sellers Representative (such approval not to be unreasonably withheld or delayed). It is acknowledged that this agreement will be in the public domain (and accessible on the Buyer’s website) following the filing of Form 8-K.

11.	ASSIGNMENT AND SUCCESSORS IN TITLE

11.1

No party shall assign, transfer, charge, make the subject of a trust or deal in any other manner with this agreement or any of its rights under this agreement or purport to do any of the same without the prior written consent of the other parties except that the Buyer may assign or transfer the benefit of any provision to which it is entitled from time to time, in whole or in part and without restriction:

11.1.1

to a member of the Buyer’s Group, save that if such assignee ceases to be a member of the Buyer’s Group, immediately prior to such cessation it shall assign the benefit to another member of the Buyers’ Group; or

11.1.2

to any person providing funding to the Buyer and/or any member of the Buyer’s Group, by way of security for facilities and/or funding made available to the Buyer and/or any member of the Buyer’s Group.

11.2	This agreement shall be binding upon and shall survive for the benefit of the personal representatives and successors-in-title of each party.

12.	THIRD PARTY RIGHTS

12.1

Subject to clauses 12.2 and 12.3, a person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or rely upon a provision of this agreement. No party to this agreement may hold itself out as trustee of any rights under this agreement for the benefit of any third party unless specifically provided for in this agreement.

12.2

The Company, any person to whom the benefit of any provision of this agreement is assigned in accordance with clause 11.1, each member of the Buyer’s Group and each person falling within the category of persons described in clause 11.2 is entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement which confers (expressly or impliedly) any benefit on any such person.

12.3	The employees of the Company may enforce the provisions of clause 5.5.

13.	THE SELLERS’ REPRESENTATIVE

13.1	Any consent, agreement, direction or waiver given or made by the Sellers’ Representative for the purpose of this agreement shall be binding upon all of the Sellers.

13.2

Delivery of any notice, document or payment required to be made to the Sellers or any of them pursuant to this agreement may be made to the Sellers’ Representative whose receipt for such delivery or payment shall be an absolute discharge of the party making the same who shall not be concerned as to the destination of such delivery or the application of such payment (as the case may be).

13.3

The Sellers authorise the Sellers’ Representative to act in the way contemplated by this agreement and to take such decisions as he shall at his entire discretion determine and, provided he acts in good faith, the Sellers’ Representative shall have, and accepts, no liability to any of the Sellers or to any other person other than the Buyer in connection with or as a result of anything which the Sellers’ Representative does, refrains from doing or neglects or omits to do in connection with any matter relating to the agreement.

13.4

As between the Sellers, the Sellers’ Representative shall not be required to expend any of his own money on or in relation to the matters referred to in this agreement and without prejudice to the generality of the foregoing may decline to take any steps to dispute any Claim or Tax Claim unless the Sellers’ Representative has been indemnified and secured (if and to the extent he so requires, to his full satisfaction) in respect of the maximum amount of the expenses and other liabilities of any kind which he considers that he will or may incur in connection with or as a result of such proceedings and such indemnity and security shall be such as to ensure that the Sellers’ Representative has immediate access to all such funds as he may require in order to meet all such expenses or other liabilities as they fall due provided always that the Sellers’ Representative shall be obliged to bear his appropriate proportion of such expenses and liabilities.

14.	BUYER’S WARRANTIES

14.1	The Buyer warrants to the Sellers that:

14.1.1

the Buyer has full power to enter into and perform this agreement and this agreement will, when executed, constitute a binding obligation on the Buyer in accordance with its terms;

14.1.2

the execution and delivery of and the performance by the Buyer of its obligations under this agreement will not:

(a)

result in breach of any provision of its memorandum and articles of association or equivalent constitutional documents;

(b)

result in a breach of, or constitute a default under, any:

(i)

agreement, licence or instrument to which the Buyer is party; or

(ii)

order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound;

14.1.3

save as provided in this agreement, all consents, permissions, approvals and agreements of the shareholders of the Buyer or any third parties which are necessary for the Buyer to obtain in order to enter into and perform this agreement in accordance with its respective terms have been obtained.

14.2	The Buyer warrants to each Seller to whom the Buyer will issue Consideration Shares in the terms of the Securities Warranties.

15.	NOTICES

15.1

Any notice given pursuant to this agreement shall be in writing signed by, or on behalf of, the person issuing the notice. Notices shall be served by personal delivery, or prepaid recorded delivery first class post (or registered airmail in the case of an address for service outside the United Kingdom) or fax to:

15.1.1

in the case of each Seller, his address (or fax number, if there is one) set out in schedule 1;

15.1.2

in the case of the Buyer, its registered office address for the time being or fax number (001) 516 566 2203 marked for the attention of Jeffrey Siegel, Chairman of the Board, President and Chief Executive Officer (and copied to Andrew Madden of the Buyer’s Solicitors (fax number 0121 234 0003)).

or, in relation to any party, such other address for service in the United Kingdom (or, in the case of Lifetime, the United States of America) as that party may from time to time notify to the others.

15.2	In the absence of evidence of earlier receipt and subject to clause 15.3, notices served in accordance with clause 15.1 shall be deemed to have been received:

15.2.1

if delivered personally, at the time of actual delivery to the address referred to in clause 15.1; and

15.2.2

if delivered by prepaid recorded delivery first class post, two Business Days from the date of posting; and

15.2.3

if delivered by registered airmail, five Business Days from the date of posting; and

15.2.4

if delivered by fax, upon receipt of confirmation that the notice has been correctly transmitted.

15.3	If deemed receipt under clause 15.2 occurs on a day which is not a Business Day or after 5.00 p.m. on a Business Day, the relevant notice shall be deemed to have been received at 9.00 a.m. on the next Business Day.

15.4	For the avoidance of doubt, notice given under this agreement shall not be validly served if sent by e-mail.

16.	GENERAL

16.1	Except where this agreement provides otherwise, each party shall pay its own costs (including in relation to financial, accounting and legal advice) incurred in relation to the negotiation, preparation, execution and performance of this agreement and the matters referred to in this agreement.

16.2

This agreement, together with any documents in the Agreed Form and all documents entered into or to be entered into pursuant to the terms of this agreement, constitutes the entire agreement between the parties with respect to all matters referred to in this agreement. This agreement supersedes and extinguishes all previous agreements between the parties relating to such matters, other than in relation to any fraud or fraudulent misrepresentation.

16.3

No variation to this agreement shall be effective unless made in writing and signed by or on behalf of all the parties to this agreement. Neither the Buyer nor the Sellers shall be required to obtain the consent of the Company or any other third party on whom a benefit is conferred under this agreement to the termination or variation of this agreement or to the waiver or settlement of any right or claim arising under it.

16.4

Each provision of this agreement is severable and distinct from the others. If at any time any provision of this agreement is or becomes unlawful, invalid or unenforceable to any extent or in any circumstances for any reason, it shall to that extent or in those circumstances be deemed not to form part of this agreement but (except to that extent or in those circumstances in the case of that provision) the legality, validity and enforceability of that and all other provisions of this agreement shall not be affected in any way.

16.5

If any provision of this agreement is found to be unlawful, invalid or unenforceable in accordance with clause 16.4 but would be lawful, valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it lawful, valid or enforceable.

16.6

The failure or delay in exercising a right or remedy provided by this agreement or by law does not constitute a waiver of that (or any other) right or remedy. No single or partial exercise, or non-exercise or non-enforcement of any right or remedy provided by this agreement or by law prevents or restricts any further or other exercise or enforcement of that (or any other) right or remedy.

16.7

The Buyer may release or compromise the whole or any part of the liability of any one or more of the Sellers under any provision of this agreement, or grant to any Seller time or other indulgence, without affecting the liability of any other Seller. No waiver by the Buyer of, or delay in enforcing, any of the provisions of this agreement shall release any Seller from full performance of his remaining obligations under this agreement.

16.8

Subject as provided in paragraph 4 of schedule 5, the Buyer’s rights, powers and remedies contained in this agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. The parties acknowledge and agree that in entering this agreement they have not relied upon and will have no remedy in equity contract or tort or under the Misrepresentation Act 1967 or otherwise in respect of any warranty or representation which is not set out in this agreement or any of the documents in the Agreed Form or to be provided pursuant to schedule 3 (Provided That this clause 16.8 shall not exclude any liability for, or remedy in respect of, fraud or fraudulent misrepresentation).

16.9	Except to the extent that they have been performed or where this agreement provides otherwise, the obligations contained in this agreement remain in force after Completion.

16.10

If any amount payable by the Sellers (and/or any one or more of them) to the Buyer under this agreement is subject to Tax in the hands of the Buyer or is subject to any deduction or withholding required by law to be made, the relevant Sellers shall pay to the Buyer such additional amount as is required to put the Buyer in the position it would have been in had such sum not been subject to Tax or to the deduction or withholding provided that:

16.10.1

the provisions of this clause 16.10 shall not apply to the extent that the Tax or deduction or withholding has already been taken into account in calculating the amount of the payment due from the Sellers to the Buyer under this agreement;

16.10.2

the provisions of this clause 16.10 shall not apply to the extent that the payment made pursuant to this agreement is made to an entity other than Lifetime Brands, Inc. if and to the extent such payment would not have been taxable or subject to any deduction or withholding if it had been made to Lifetime Brands, Inc.;

16.10.3

the calculation of any damages for breach of warranty shall not take into account any liability of the recipient of such damages to pay Tax on such amount where the recipient of the damages is not Lifetime Brands, Inc. if and to the extent the amount would not have been subject to Tax if paid to Lifetime Brands, Inc.

16.11

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original. All the counterparts shall together constitute one and the same agreement, which shall be deemed executed when counterparts executed by all of the parties to this agreement are delivered.

16.12

The provisions of schedule 14 shall apply.

17.	GOVERNING LAW

17.1	This agreement shall be governed by and interpreted in accordance with English law. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall be governed by English law.

17.2

Subject to the dispute resolution procedures referred to in schedules 9, 10 and 13, the parties agree to submit to the non-exclusive jurisdiction of the English Courts in relation to any claim or matter (whether contractual or non-contractual) arising under this agreement or any of the documents in the Agreed Form.

17.3

Each party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this agreement (including non-contractual disputes and claims) and agrees not to claim that the courts of England are not a convenient or appropriate forum.

THE PARTIES have executed this agreement as a deed and delivered it on the date first set out above

SCHEDULE 1

Sellers


(1) Name and address	(2) Number and class of Shares sold	(3) Cash Consideration payment on Completion (Clause 3.1.1)		(4) Consideration Shares (Clause 3.1.2)		(5) Relevant Proportions (Clause 3.6 and paragraph 4/7 of schedule 11)			(6) Earn Out Proportions (Clause 3.1.3)
Andrew John Plant Upper Grove End Farm Henbrook Lane Upper Brailes Banbury OX15 5BA	236,379 ordinary shares of £1 each	£	12,797,479		199,186		34.2578	%		34.2578	%

Richard Thomas Hugo Plant Manor Farm House Wolverton Stratford Upon Avon Warwickshire CV37 0HH	236,379 ordinary shares of £1 each	£	12,797,479		199,186		34.2578	%		34.2578	%

Peter Wyvern Patrick Bushell The Old Mill Bayton Worcester DY14 9LE	172,000 ordinary shares of £1 each	£	9,312,022		144,937		24.9276	%		24.9276	%

Sally Joan Wright The Old Bakehouse Dunnington Alcester Worcestershire B49 5NX	45,242 ordinary shares of £1 each	£	2,449,386		38,123		6.5568	%		6.5568	%

TOTAL	690,000 ordinary shares of £1.00 each	£	37,356,366		581,432 (being an aggregate value of the Consideration Shares of £5,500,000 (or £9.46 per unit, being a sum equal to the average of the closing prices of Lifetime’s Common Stock on the last five trading days preceding the date of Completion as reported on the NASDAQ Stock Exchange)		100	%		100	%

SCHEDULE 2

Part 1 - The Company


Name	Thomas Plant (Birmingham) Limited

Registered number	03411690

Previous names	Meaujo (347) Limited – 2 January 1998

Date of incorporation	30 July 1997

Place of incorporation	England and Wales

Registered office address	Plumbob House, Valepits Road, Garretts Green Trading Estate, Garretts Green, Birmingham B33 0TD

Share capital	£690,000 divided into 690,000 ordinary shares of £1 each, registered as follows:

	Shareholder		No. and class of shares

	Andrew John Plant		236,379 ordinary

	Richard Thomas Hugo Plant		236,379 ordinary

	Peter Wyvern Patrick Bushell		172,000 ordinary

	Sally Joan Wright		45,242 ordinary

Directors	Peter Wyvern Patrick Bushell Andrew John Plant Richard Thomas Hugo Plant

Secretary	Anthony Charles Perry

Accounting reference date	31 December

Last accounts made up to	27 May 2013

Last annual return made up to	30 July 2013

Auditors	BDO LLP 125 Colmore Row, Birmingham B3 3SD

Bank	Lloyds Bank Plc Edgbaston, Birmingham B15 1QL

Charges	Date registered	Document	Chargee

	20.01.2009	Debenture	Lloyds TSB Bank plc

	13.04.2010	Debenture	Mandy Georgina Plant

	13.04.2010	Debenture	Katherine Margaret Bushell

	13.04.2010	Debenture	Sharon Plant

VAT number	110.284322

Tax district and reference number	CT operations Norwich and Ipswich Office 529 1836522932

Part 2 - The UK Subsidiaries


Name	Thomas Plant (Birmingham 1927) Limited

Registered number	00219394

Previous names	Thomas Plant (Birmingham) Limited - 2 January 1998

Date of incorporation	3 February 1927

Place of incorporation	England and Wales

Registered office address	Plumbob House, Valepits Road, Garretts Green, Birmingham B33 0TD

Share capital	£615,000 divided into 600,000 ordinary shares of £1 each and 15,000 preference shares of £1 each, registered as follows:

	Shareholder		No. of shares

	Thomas Plant (Birmingham) Limited		600,000 ordinary shares of £1 each and 15,000 preference shares of £1 each

Directors	Peter Wyvern Patrick Bushell Andrew John Plant Richard Thomas Hugo Plant

Secretary	Anthony Charles Perry

Accounting reference date	31 December

Last accounts made up to	31 December 2012 (DORMANT)

Last annual return made up to	9 July 2013

Auditors	None – audit not required under section 477 of the Companies Act 2006

Bank	None – the company is dormant

Charges	Date registered	Document	Chargee

	None

VAT number	110.284322

Tax district and reference number	CT Operations Norwich and Ipswich Office 529 4459013431


Name	Frederick Hill (Birmingham) Limited

Registered number	00376756

Previous names	None

Date of incorporation	21 October 1942

Place of incorporation	England and Wales

Registered office address	Plumbob House, Valepits Road, Garretts Green, Birmingham B33 0TD

Share capital	£384,000 divided into 384,000 ordinary shares of £1 each, registered as follows:

	Shareholder		No. of shares

	Thomas Plant (Birmingham) Limited		384,000

Directors	Peter Wyvern Patrick Bushell Andrew John Plant Richard Thomas Hugo Plant

Secretary	Anthony Charles Perry

Accounting reference date	31 December

Last accounts made up to	31 December 2012 (DORMANT)

Last annual return made up to	9 July 2013

Auditors	None – audit not required under section 477 of the Companies Act 2006

Bank	None – the company is dormant

Charges	Date registered	Document	Chargee

	None

VAT number	110.284322

Tax district and reference number	CT Operations Norwich and Ipswich Office 529 4459006336


Name	Plumbob (Hardware) Limited

Registered number	02697547

Previous names	None

Date of incorporation	16 March 1992

Place of incorporation	England and Wales

Registered office address	Plumbob House, Valepits Road, Garretts Green, Birmingham, West Midlands B33 0TD

Share capital	£2 divided into 2 ordinary shares of £1 each, registered as follows:

	Shareholder		No. of shares

	Thomas Plant (Birmingham) Limited		2

Directors	Andrew John Plant Richard Thomas Hugo Plant

Secretary	Anthony Charles Perry

Accounting reference date	31 December

Last accounts made up to	31 December 2012 (DORMANT)

Last annual return made up to	16 March 2013

Auditors	None – audit not required under section 477 of the Companies Act 2006

Bank	None – the company is dormant

Charges	Date registered	Document	Chargee

	None

VAT number	The company is dormant and does not have a VAT number

Tax district and reference number	CT Operations Norwich and Ipswich Office 529 8459010803


Name	Kitchencraft (Housewares) Limited

Registered number	02697575

Previous names	None

Date of incorporation	16 March 1992

Place of incorporation	England and Wales

Registered office address	Plumbob House, Valepits Road, Garretts Green, Birmingham, West Midlands B33 0TD

Share capital	£2 divided into 2 ordinary shares of £1 each, registered as follows:

	Shareholder		No. of shares

	Thomas Plant (Birmingham) Limited		2

Directors	Andrew John Plant Richard Thomas Hugo Plant

Secretary	Anthony Charles Perry

Accounting reference date	31 December

Last accounts made up to	31 December 2012 (DORMANT)

Last annual return made up to	16 March 2013

Auditors	None – audit not required under section 477 of the Companies Act 2006

Bank	None – the company is dormant

Charges	Date registered	Document	Chargee

	None

VAT number	The company is dormant and does not have a VAT number

Tax district and reference number	CT Operations Norwich and Ipswich Office 54590 08532

Part 3 - The HK Subsidiary


Name	Kitchen Craft (Asia) Limited

Registered number	1546514

Previous names	None

Date of incorporation	31 December 2010

Place of incorporation	Hong Kong

Registered office address	Hong Kong Managers and Secretaries Limited Units 1607-8, 16 ^th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong

Share capital	HKD50,000 divided into 50,000 ordinary shares of HKD1 each, registered as follows:

	Shareholder		No. of shares

	Thomas Plant (Birmingham) Limited		50,000

Directors	Andrew John Plant Peter Wyvern Patrick Bushell Anthony Charles Perry

Secretary	Hong Kong Managers and Secretaries Limited

Accounting reference date	31 May

Last accounts made up to	31 May 2012 (DORMANT)

Last annual return made up to	31 December 2012

Auditors	PKF, Hong Kong (appointed 7 June 2012)

Bank	Standard Chartered Bank (Hong Kong) Limited

Charges	Date registered	Document	Chargee

	None

VAT number	Not applicable – registered in Hong Kong

Tax district and reference number	Hong Kong Reference 23/53558682

SCHEDULE 3

Completion

1.	ITEMS FOR DELIVERY BY THE SELLERS

The Sellers shall deliver to the Buyer:

1.1	duly executed transfers of the Shares in favour of the Buyer (or such other person as the Buyer directs);

1.2	the certificates for the Shares (or a duly executed indemnity in the Agreed Form in respect of any missing, lost or destroyed certificates);

1.3	a certified copy of any power of attorney under which this agreement or any document to be delivered to the Buyer pursuant to this schedule 3 has been executed;

1.4	the certificates for the shares in the capital of each Subsidiary (or a duly executed indemnity in the Agreed Form in respect of any missing, lost or destroyed certificates);

1.5

the common seal (if any), certificate of incorporation, certificate(s) on change of name (if any) and statutory books of the Company and each Subsidiary (including each register, minute book and other book required to be kept under the Act (or Companies Ordinance in the case of the HK Subsidiary) made up to the date of Completion;

1.6	the written resignation in the Agreed Form of Hong Kong Managers and Secretaries Limited resigning as company secretary of the HK Subsidiary;

1.7	the written resignation in the Agreed Form of the Auditors resigning from their office as auditors of the Group;

1.8	the Service Agreements duly executed by the Executive Management Team;

1.9	the following documents, duly executed by the Company:

1.9.1

the Deed of Removal;

1.9.2

the Service Agreements;

1.9.3

the Holloway Head Lease;

1.9.4

the Valepits Road Lease;

1.9.5

the documents referred to in paragraphs 1.10 to 1.13 (inclusive) below.

1.10	an unequivocal commitment from Lloyds Bank plc (the “ Bank ”) in the Agreed Form to deliver a duly executed deed of release evidencing the discharge and release of all security and guarantees of the Company to the Bank and a facility letter from the Bank in the Agreed Form;

1.11	form MR04 duly sworn, completed and filed in respect of a debenture dated 16 January 2009 in favour of Lloyds TSB Bank plc;

1.12	duly executed deeds of release from each of Mandy Georgina Plant, Katherine Margaret Bushell and Sharon Plant in the Agreed Form evidencing the discharge and release of all security and guarantees of the Company to each of them respectively;

1.13	forms MR04 duly sworn, completed and filed in respect of debentures dated 13 April 2010 in favour of each of Mandy Georgina Plant, Katherine Margaret Bushell and Sharon Plant;

1.14	in relation to each bank account maintained by each Group Company (in each jurisdiction), a statement for that account as at the close of business on the Business Day immediately prior to Completion, and a statement reconciling those balances with the cash book of the Group as at Completion;

1.15	a copy of the mandate for all accounts with the Bank;

1.16	evidence in the Agreed Form that the facilities currently available to the Group from its bankers (in each jurisdiction where an account is maintained by a Group Company other than Hong Kong) will continue to be available to the Company immediately after Completion;

1.17	all Companies House web filing service details for each Group Company including sign in e-mail address, security code and authentication code;

1.18	the Disclosure Letter duly executed by the Sellers;

1.19	the Deed of Removal duly executed by all parties thereto;

1.20	the Investor Questionnaire duly completed and executed by each of the Sellers receiving Consideration Shares pursuant to this agreement;

1.21	letters of no indebtedness in the Agreed Form duly executed by each director of the Company;

1.22	a W8BEN form duly completed and executed by the Company and by each of the Sellers receiving Consideration Shares pursuant to this agreement;

1.23	each of the Holloway Head Lease and the Valepits Road Lease duly executed by the trustees of the Thomas Plant (Birmingham) Limited 1997 Retirement Benefits Scheme;

1.24	evidence in a form satisfactory to the Buyer that the restriction on title numbers WM315437 and WM674084 in favour of Scottish Widows Trustees Limited has been removed;

1.25	consent from Newall Palmer Trustees Limited to the SSAS entering into each of the Holloway Head Lease and the Valepits Road Lease;

1.26

confirmation in writing from the Trustees of the Defined Benefit Pension Scheme in the Agreed Form that they agree to treat the Pension Payment as payment in advance of all sums payable by the Company under the said scheme’s current schedule of contributions under Part 3 of the Pensions Act 2004; and

1.27	the collateral access agreement in the Agreed Form executed by the managing trustees of the SSAS.

2.	BOARD MEETINGS

The Sellers shall procure that board meetings of the Company and each Subsidiary are held at which:

2.1	in the case of the Company, the share transfers referred to in paragraph 1.1 above are approved, subject only to stamping;

2.2	the resignations provided for above will be tendered and accepted and such persons as the Buyer may nominate as directors and secretary are appointed;

2.3	(if required by the Buyer) Ernst & Young LLP are appointed as its auditors;

2.4	its accounting reference date is changed to 31 December;

2.5	(if required by the Buyer) its registered office is changed;

2.6	existing authorities and instructions to bankers in respect of the operation of the accounts with the Bank are revoked and new authorities and instructions are issued in such terms as the Buyer may require;

2.7	the Buyer’s Code of Conduct and Code of Ethics attached in schedule 13 are adopted; and

2.8	the Company entering into the documents referred to in this schedule 3 to which it is a party are approved and authorised.

3.	OBLIGATIONS OF THE BUYER

The Buyer shall deliver to the Sellers:

3.1	a certified copy of board resolutions of the Buyer authorising the acquisition of the Shares on the terms of this agreement and the execution and delivery of this agreement and any agreements or documents required to be executed and delivered by the Buyer pursuant to the terms of this agreement;

3.2	a counterpart Disclosure Letter duly executed by the Buyer;

3.3	the documents referred to in clause 4.2.2; and

3.4	confirmation from the Bank that it holds a standby letter of credit from J P Morgan in favour of the Bank.

SCHEDULE 4

General Warranties

1.	CAPACITY

1.1	Each Seller has full power and authority, and has taken all action necessary (including obtaining all necessary consents or approvals) to enter into and perform this agreement and any other deeds, agreements or documents to be entered into pursuant to this agreement.

1.2	This agreement (and the agreements or documents to be entered into pursuant to this agreement) will, when executed, constitute obligations binding on the Sellers in accordance with their terms.

2.	OWNERSHIP OF SHARES

2.1	The Shares are fully paid or credited as fully paid and constitute the whole of the share capital of the Company.

2.2	No Share was allotted at a discount.

2.3

The Sellers are the only legal and beneficial owners of the Shares. There is no Encumbrance on, over or affecting any of the Shares or any unissued shares, debentures or other securities of the Company nor is there any agreement, arrangement or obligation to create or give an Encumbrance in relation to any of the Shares or any unissued shares, debentures or securities of the Company.

2.4	No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the issue, allotment, conversion, redemption, repayment, sale or transfer of any shares, debentures or other securities of the Company.

2.5	The Sellers are entitled to sell the Shares with full title guarantee on the terms of this agreement without the consent of any third party and such sale will not result in any breach of or default under any agreement or obligation binding upon the Sellers (or any of them).

2.6	None of the Shares was, or represents assets which were, the subject of a transfer at an undervalue (within the meaning of Part IX or Part VI Insolvency Act 1986) within the 5 years immediately prior to the date of this agreement.

2.7

There is no litigation, arbitration, prosecution, administrative or other legal proceedings or dispute in existence or threatened against any of the Sellers or the Company in respect of the Shares or any unissued shares, debentures or securities of the Company or the Sellers’ entitlement to dispose of the Shares and there is no fact or circumstance which might give rise to any such proceedings or dispute.

3.	SHARE CAPITAL

3.1	No shares in the capital of the Company have been issued, nor has any transfer of shares been registered, otherwise than in accordance with the Company’s constitution in force at the relevant time.

3.2	Each necessary permission for each issue and transfer of shares has been validly obtained and any stamp duty or other tax payable upon such issue or transfer has been paid.

3.3	The Company has not at any time:

3.3.1

purchased or redeemed or agreed to purchase or redeem any shares of any class of its share capital;

3.3.2

otherwise reduced or agreed to reduce its share capital or any class of its share capital; or

3.3.3

issued any shares for a consideration payable otherwise than in cash.

3.4	There are no rights of pre-emption over or restrictions relating to the transfer of the Shares (whether contained in the Company’s articles of association or otherwise) which could apply on the sale of the Shares to the Buyer.

4.	THE GROUP

4.1	The Group Companies

4.1.1

The Company and the UK Subsidiaries are limited companies incorporated under English law and the HK Subsidiary is a limited company incorporated under the laws of Hong Kong and all Group Companies have been in continuous existence since incorporation. Each Group Company has the right, power, capacity and authority to conduct its business as conducted at the date of this agreement.

4.1.2

The Company has not been a subsidiary of any body corporate (wherever incorporated) at any time since its incorporation.

4.2	Subsidiaries

4.2.1

No Group Company has at any time been, and will not at Completion be, the owner or registered holder of any share, loan capital, interest or equity in, or other security of, any body corporate (wherever incorporated) other than (in the case of the Company) the Subsidiaries nor has it agreed to become the owner or registered holder of any such share, loan capital, interest, equity or other security.

4.2.2

No Group Company has ever had a participating interest in any other company or undertaking other than (in the case of the Company) the Subsidiaries.

4.2.3

The Company is the owner of each allotted and issued share in the capital of each Subsidiary and each such share is fully paid or credited as fully paid.

4.2.4

There is no Encumbrance on, over or affecting any of the shares in a Subsidiary or any unissued shares, debentures or other securities of a Subsidiary nor is there any agreement, arrangement or obligation to create or give an Encumbrance in relation to any such shares, debentures or securities.

4.2.5

No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the issue, allotment, conversion, redemption, repayment, sale or transfer of any shares, debentures or other securities of a Subsidiary.

4.2.6

There is no litigation, arbitration, prosecution, administrative or other legal proceedings or dispute in existence or threatened against the Company or a Subsidiary in respect of any shares, debentures or securities of a Subsidiary and there is no fact or circumstance which might give rise to any such proceedings or dispute.

4.2.7

None of the shares in the capital of a Subsidiary was, or represents assets which were, the subject of a transfer at an undervalue (within the meaning of Part IX or Part VI Insolvency Act 1986) within the 5 years immediately prior to the date of this agreement.

5.	DIRECTORS

5.1	The only directors of the Company are the persons listed as such in part 1 of schedule 2, the only directors of the UK Subsidiaries are the persons listed as such in part 2 of schedule 2 and the only directors of the HK Subsidiary are the persons listed as such in part 3 of schedule 2.

5.2	No person is a shadow director of any Group Company.

6.	COMPANY ADMINISTRATION

6.1	A true, complete and accurate copy of the memorandum and articles of association of the Company at the date of this agreement is included in the Disclosure Documents, which memorandum and articles of association contain all documents required to accompany them under section 36 of the Act.

6.2	The Company has at all times carried on its business and affairs in accordance with its constitution (at the relevant time).

6.3

Each register, minute book and other book which the Company is required by law to keep has been properly kept and contains a true, complete and accurate record of the matters which it is required to record. No notice has been received or allegation made that a register or book is incorrect or should be rectified.

6.4

The Company, its directors, officers and employees have all complied with all the provisions of the Act (or in the case of the HK Subsidiary and its respective directors and officers, the Companies Ordinance) in relation to the activities of the Company, and all returns, particulars, resolutions and other documents required by the provisions of the Act (or, in the case of the HK Subsidiary, the Companies Ordinance) to be delivered on behalf of the Company to the Registrar of Companies (or the Hong Kong Companies Registry) or to any other authority, organisation, person or body:

6.4.1

have been properly made, delivered and filed;

6.4.2

were true, complete and accurate; and

6.4.3

were submitted within the relevant time period.

6.5	Neither the Company nor any class of its members has passed any resolution at annual general meetings which was special business.

6.6	There is no written resolution of the Company with a circulation date prior to the date of this agreement which has not yet been passed by the members or else lapsed in accordance with the Act.

6.7

All dividends and distributions declared, made or paid by the Company have been declared, made or paid in accordance with its constitution (at the relevant time), all applicable legislation and any agreement or arrangement made with any third party regulating the payment of dividends and distributions by the Company, true, complete and accurate copies of which agreements or arrangements are included in the Disclosure Documents.

6.8

The Company has not given any power of attorney or other authority by which a person may enter into an agreement, arrangement or obligation on the Company’s behalf (other than an authority for a director, officer or employee to enter into an agreement in the normal and ordinary course of his duties).

7.	INFORMATION

7.1	The information set out in schedules 1, 2, 7 (other than part 5 of schedule 7) and 8 to this agreement is true, complete, accurate and not misleading.

7.2

The contents of the spreadsheets named ‘Adjusted Working Capital Analysis v4’ (sent by attachment to an e-mail from Clearwater to the Buyer’s Accountants on 6 January 2014) have been honestly prepared, the Executive Management Team having made no specific enquiry for the purposes of preparing such spreadsheets other than of employees of the Company, take into account all relevant and material information actually known to the Executive Management Team at the time of preparation of such spreadsheets and, in the Sellers reasonable opinion (having made no specific enquiry for the purposes of ascertaining the same other than of employees of the Company), the assumptions upon which the contents were prepared were, as at the time of preparation, reasonable.

7.3

The contents of the documents at sections 8.10 (‘AJP Forecast Review v10 251113 (Final for EY Values Only)’) and 3.3 (‘EY Financial Commentary 25 Nov 2013’) of the Dataroom (including the forecast sustainable normalised EBITDA (as adjusted) for the 12 months ending 31 May 2014 and the commentary relating to it) have been honestly prepared, the Executive Management Team having made no specific enquiry for the purposes of preparing such document other than of employees of the Company, take into account all relevant and material information actually known to the Executive Management Team at the time of preparation of such document and, in the Sellers reasonable opinion (having made no specific enquiry for the purposes of ascertaining the same other than of employees of the Company), the assumptions upon which the contents were prepared were, as at the time of preparation, reasonable.

8.	ACCOUNTS

8.1	General

The Accounts (a true, complete and accurate copy of which is included in the Disclosure Documents):

8.1.1

comply with the Act and all other relevant statutes and statutory instruments;

8.1.2

have been prepared in accordance with generally accepted accounting principles and practices in the United Kingdom at the date on which the Accounts were approved by the directors;

8.1.3

comply with all financial reporting standards adopted or issued by The Accounting Standards Board applicable to a United Kingdom company as at the date on which the Accounts were approved by the directors;

8.1.4

have been audited by an auditor or firm of accountants qualified to act as auditors in the United Kingdom and the auditor’s report on the Accounts is unqualified;

8.1.5

show a true and fair view of the financial position and state of affairs of the Group as at the Accounts Date and of its profit (or loss) and cash flow for the financial period ended on that date;

8.1.6

have been prepared on a basis in all material respects consistent with that used for the preparation of the Group’s accounts for the last three financial periods; and

8.1.7

have been filed in accordance with the requirements of the Act.

8.2	Exceptional items

Save as disclosed in the Accounts the results shown by the Accounts were not materially affected by:

8.2.1

transactions of a nature not usually undertaken by the Company;

8.2.2

transactions or circumstances of an extraordinary, exceptional or non-recurring nature;

8.2.3

any change in the accounting policies or practices from those applied in the preparation of previous audited financial statements of the Company.

8.3	Valuation of stock and long-term contract balances

In the Accounts:

8.3.1

stock (except long-term contract balances) was valued in the same way as in the three preceding financial years and on the basis of the lower of cost or net realisable value based on a physical stock count;

8.3.2

the long-term contract balances were valued in the same way as in the three preceding financial years and on the basis of net cost less foreseeable losses and payments on account; and

8.3.3

all redundant and obsolete stock was written off and all slow-moving and damaged stock was written down in each case in accordance with the policies applied by the Company in that respect and as set out in the Accounts.

8.4	Depreciation

8.4.1

So far as the Sellers are aware, the rates of depreciation and amortisation used in the audited accounts of the Company for the three financial years of the Company ended on the Accounts Date were sufficient to ensure that each fixed asset of the Company will be written down to nil by the end of its useful life.

8.4.2

The value of the fixed assets of the Company shown in the Accounts is at cost less depreciation deducted from time to time in a consistent manner and there has been no revaluation of such fixed assets since their acquisition.

8.5	Off balance sheet financing

The Company has not engaged in any financing (including incurring any borrowing or indebtedness in the nature of acceptances or acceptance credits) of a type which would not be required to be shown or reflected in the Accounts.

8.6	Management reports

8.6.1

There have been no reports concerning the Company by financial or management consultants within the three years ending on the date of this agreement.

8.6.2

There have been no management recommendation letters received by the Company or its board of directors from any auditor.

8.7	Auditor liability limitation agreements

The Company has not at any time entered into a liability limitation agreement (as defined in section 534 of the Act) with its auditors and there is no arrangement or agreement in place to do so.

9.	MANAGEMENT ACCOUNTS

9.1	The Management Accounts (a true, complete and accurate copy of which is included in the Disclosure Documents):

9.1.1

have been prepared with all reasonable care and attention;

9.1.2

have been prepared on bases consistent with those employed in previous management accounts prepared by the Company;

9.1.3

so far as the Sellers are aware, fairly present in all material respects the financial position and state of affairs of the Company as at the Management Accounts Date; and

9.1.4

so far as the Sellers are aware, fairly present in all material respects the trading and profit of the Company for the period from the Accounts Date to the Management Accounts Date.

9.2	The results shown by the Management Accounts were not materially affected by:

9.2.1

transactions of a nature not usually undertaken by the Company;

9.2.2

transactions or circumstances of an extraordinary, exceptional or non-recurring nature;

9.2.3

any change in the accounting policies or practices from those applied in the preparation of previous management accounts of the Company.

10.	RECORDS

10.1	The Records:

10.1.1

are in the Company’s possession;

10.1.2

insofar as they comprise accounting records, comply with the provisions of the Act; and

10.1.3

are complete and accurate in respect of what is required to be contained in them by law.

10.2	None of the Records are recorded, stored, maintained, operated or otherwise dependent upon or held by any means which are not under the exclusive ownership and direct control of the Company.

10.3	No notice or allegation has been received or made that any of the Records are incorrect or should be rectified.

11.	BUSINESS SINCE THE ACCOUNTS DATE

Since the Accounts Date:

11.1	the Company’s business has been carried on in the normal and ordinary course without any interruption and substantially in the same manner (including nature and scope) and so as to maintain it as a going concern;

11.2	there has been no material and adverse change in the turnover, the financial or trading position of the Company and trading has remained in line with the forecast contained in the documents referred to in paragraph 7.3 of this schedule 4;

11.3	the Company has not, other than in the normal and ordinary course of its business:

11.3.1

acquired or disposed of, or agreed to acquire or dispose of, any business or asset; or

11.3.2

assumed or incurred, or agreed to assume or incur, a liability, obligation, expense or capital expenditure (whether, in any case, actual or contingent);

11.4	none of the fixed assets of the Company shown in the Accounts or acquired by the Company since the Accounts Date has been lost, damaged or destroyed and there has been no material reduction in their value;

11.5	the Company has not made, or agreed to make, any material price reductions or allowances or price increases on sales of stock or the provision of its services other than in the ordinary course of business;

11.6	the Company has not incurred any expense or made any payment otherwise than in the normal and ordinary course of business and all payments received by the Company have been paid into a bank account of the Company and appear in the appropriate books of account;

11.7

the Company has not borrowed any money which it has not repaid (other than in the normal and ordinary course of its business within limits agreed with the Company’s bankers) and no loan to or loan capital of the Company has been repaid, in whole or in part, or has become due and payable or liable (with or without notice or lapse of time or both) to be declared due and payable;

11.8

the Company has not been adversely affected by the termination, or a change in the terms, of an important agreement or by the loss of or material reduction in orders from a customer or the loss of or material reduction in any source of supply or product licence or by any abnormal factor not affecting similar businesses to a similar extent and there is no fact or circumstance known to the Sellers which might give rise to any such adverse effect;

11.9	the Company has not paid or declared any dividend or other distribution, whether of capital or income;

11.10

the Company has not created, allotted, issued or acquired any share or loan capital, or made an agreement or arrangement or undertaken an obligation to do any of those things;

11.11

no resolution of the members of the Company (or any class thereof) has been passed; and

11.12

no payments have been made by the Company to or on behalf of any of the Sellers (or any person connected with any of the Sellers) other than the payment of salaries in the normal and ordinary course of business and at the rates set out in the Disclosure Letter and the reimbursement of business expenses reasonably and properly incurred.

12.	ASSETS

12.1	Each asset included in the Accounts or acquired by the Company since the Accounts Date (other than stock disposed of in the normal and ordinary course of business) and each asset used by the Company or which is in the reputed ownership of the Company is:

12.1.1

legally and beneficially owned by the Company free from any Encumbrance;

12.1.2

where capable of possession, in the possession or under the control of the Company; and

12.1.3

situated in the United Kingdom.

12.2

The Company has not sold or transferred or agreed to sell or transfer any of the assets referred to in paragraph 12.1 and the Company has not granted or agreed to grant any Encumbrance on or over any such assets. There has been no exercise or purported exercise of a claim for any Encumbrance on or over any of those assets and there is no dispute directly or indirectly relating to any of those assets.

12.3	None of the assets referred to in paragraph 12.1 has been purchased on terms that title does not pass to the Company until full payment is made by it to the supplier.

12.4	All plant, machinery, vehicles and equipment owned or used by the Company:

12.4.1

are in a good and safe state of repair and condition and are in working order having regard to age, fair wear and tear excepted; and

12.4.2

have been regularly and properly maintained in accordance with manufacturers’ recommendations.

12.5	The Company does not make use of any material asset which is not included in the Accounts.

12.6	There are maintenance contracts with independent specialist contractors in respect of all material fixed assets of the Company, true, complete and accurate copies of which contracts are included in the Disclosure Documents.

12.7	The asset registers of the Company comprise a true, complete and accurate record of all the plant, machinery, vehicles and equipment owned or used by the Company.

13.	HIRE PURCHASE AND LEASED ASSETS

13.1

A true, complete and accurate list of all the assets (the Leased Assets ) used by the Company which are subject to a lease or hire, hire purchase, credit sale or conditional sale agreement, together with true, complete and accurate copies of all the contracts, agreements or arrangements to which those assets are subject, is included in the Disclosure Documents.

13.2	No circumstance has arisen or so far as the Sellers are aware is likely to arise in relation to any Leased Asset whereby the rental payable has been or is likely to be materially increased.

13.3	All payments due under the relevant lease or hire, hire purchase, credit sale or conditional sale agreement in respect of the Leased Assets have been paid on the relevant due dates and such payments are fully up-to-date.

13.4

There are maintenance contracts with independent specialist contractors in respect of each Leased Asset which the Company is obliged to maintain or repair under the relevant lease or hire, hire purchase, credit sale or conditional sale agreement, true, complete and accurate copies of which contracts are included in the Disclosure Documents.

14.

STOCK

14.1	The Company’s stock (which term shall, in this paragraph 14, include raw materials, components, parts, work in progress, finished and partly finished goods and packaging material consumables) is:

14.1.1

in the reasonable and prudent opinion of the Sellers not excessive and in the reasonable and prudent opinion of the Sellers is adequate in all material respects for the normal requirements of its business having regard to current orders and reasonably anticipated orders;

14.1.2

of satisfactory quality, in good condition and reasonably capable of being sold by the Company in the normal and ordinary course of its business in accordance with current prices, without rebate or allowance;

14.1.3

not damaged, slow moving, obsolete, unusable, or of limited value; and

14.1.4

included in the books of accounts of the Company at the lower of cost or net realisable value.

14.2	None of the stock included as an asset in the Accounts has realised an amount less than the value that was placed on it in the Accounts where the aggregate deficiency in value of any such items exceeds the aggregate of:

14.2.1

the provisions contained in the Accounts in respect of slow moving, obsolete and damaged stock; and

14.2.2

the aggregate of the amounts realised in respect of other stock in excess of values placed on such stock in the Accounts.

14.3

So far as the Sellers are aware, all items of stock which are stored within containers or in other packaged form are properly labelled or marked and correspond accurately with the descriptions of the stock on such labels or markings or in the stock records to which such labels or markings clearly refer.

14.4

So far as the Sellers are aware, none of the Company’s stock contains any defect (whether of design, manufacture, assembly, the use of materials therein or otherwise) which could give rise to a liability on the part of the Company to any third party if that stock or product incorporating it were subsequently sold by the Company.

14.5

The Company’s stock complies in all material respects, and will on sale in the normal and ordinary course of the Company’s business comply in all material respects, with all applicable laws, regulations and standards (including all applicable United Kingdom and European Union laws, regulations and standards and those of any other country or jurisdiction into which such stock is sold) and any specifications agreed with customers of the Company.

14.6	None of the Company’s stock contains Bisphenol A (BPA).

15.

DEBTS

15.1	No debt shown in the Accounts or the Company’s accounting records is overdue by more than 12 weeks or is the subject of an arrangement not made in the normal and ordinary course of business.

15.2

No debt which was included in the balance sheet to the Accounts or which has arisen since the Accounts Date, has been realised for less than its full face value, has been released, deferred, subordinated or written off or has become irrecoverable in whole or in part where the aggregate of the same exceeds the provisions therefor contained in the Accounts.

15.3

A true, complete and accurate list of all trade debts owed to the Company as at 31 December 2013 is included in the Disclosure Documents. So far as the Sellers are aware, all trade debts owing at Completion will realise their full face value in the normal and ordinary course of business and, in any event, within 120 days of Completion and none of them is subject to dispute, counterclaim or set off nor so far as the Sellers are aware is there any fact or circumstance which might give rise to any such dispute, counterclaim or set off.

15.4	The Company is not entitled to the benefit of any debt shown in the Accounts or the Company’s accounting records otherwise than as the original creditor and is not, and has not agreed to become, a party to any factoring or discounting arrangement in respect of any such debts.

15.5	No debt owed to the Company has arisen otherwise than as a result of the supply of goods and/or services by the Company in the normal and ordinary course of its business.

16.	INTELLECTUAL PROPERTY

16.1	Ownership

16.1.1

So far as the Sellers are aware, all material items of the Company Intellectual Property are valid and enforceable and nothing has been done or omitted to be done by which they may cease to be valid.

16.1.2

The Company Intellectual Property is legally and beneficially owned by the Company alone, free from any Encumbrance, restriction on use or disclosure obligation or it is licensed to the Company pursuant to an Intellectual Property Agreement.

16.1.3

No Intellectual Property in relation to which any third party has any right, title or interest is used in or required for or by the Company’s business save that which is licensed to the Company under an Intellectual Property Agreement.

16.1.4

All moral rights subsisting in relation to the Company Intellectual Property owned by the Company have been irrevocably and unconditionally waived.

16.1.5

Other than to its customers and agents and distributors by implication in the ordinary and usual course of the trading relationships with them, the Company has not granted and is not obliged to grant a licence, assignment or other right in respect of any of the Company Intellectual Property.

16.2	Claims and infringements

16.2.1

The Company Intellectual Property is not and, so far as the Sellers are aware, is not reasonably likely to be, the subject of a claim or opposition from any person (including an employee or former employee of the Company) as to title, validity, enforceability, entitlement or otherwise.

16.2.2

There is, and has been, no civil, criminal, arbitration, administrative or other proceeding, including any infringement proceedings, or any other dispute in any jurisdiction concerning any of the Company Intellectual Property. So far as the Sellers are aware, no civil, criminal, arbitration, administrative or other proceeding concerning any of the Company Intellectual Property is pending or threatened by or against the Company. So far as the Sellers are aware, no fact or circumstance exists which might reasonably be expected to give rise to a proceeding of that type.

16.2.3

The activities, processes, methods, products or services carried out, used, manufactured, dealt in or supplied on or before the date of this agreement by the Company:

(a)

do not involve the unlicensed use of a third party’s Intellectual Property or confidential information;

(b)

do not at the date of this agreement, nor did they at the time carried out, used, manufactured, dealt in or supplied, infringe the Intellectual Property (including moral rights) of another person; and

(c)

have not given, and so far as the Sellers are aware, is not reasonably likely to give, rise to a claim against the Company or a liability to pay compensation.

16.2.4

No third party has made, is making or, so far as the Sellers are aware, is likely to make any unauthorised use of any of the Company Intellectual Property or has infringed or is infringing any Company Intellectual Property.

16.2.5

Neither the Company nor so far as the Sellers are aware, any other contracting party to any Intellectual Property Agreement or any other agreement in relation to the Company Intellectual Property is in material breach of such agreement.

16.3	Adequacy of Company Intellectual Property

16.3.1

In the Sellers’ reasonable opinion the Intellectual Property which is used by the Company comprises all the Intellectual Property necessary for the Company to operate its business as carried on (in terms of such business’ scope and nature) at the date of this agreement.

16.3.2

There is no Company Intellectual Property or Intellectual Property Agreement, due to lapse, expire or terminate within the next three calendar years, the loss, termination or expiry of which in the reasonable opinion of the Sellers have a material and adverse effect on the Company.

16.3.3

So far as the Sellers are aware, all Company Intellectual Property will either be owned by the Company, or available for use by the Company subject to an Intellectual Property Agreement, on substantially the same terms and conditions immediately following Completion and none of these rights shall be adversely affected by anything contemplated by this agreement.

16.4	Creation of Intellectual Property

All Company Intellectual Property created, developed or discovered by any persons retained, commissioned, employed or otherwise engaged by the Company from time to time is fully vested in the Company and no claim for compensation under section 40 Patents Act 1977 (or otherwise under any analogous or equivalent legislation anywhere in the world) has been made or, so far as the Sellers are aware, is reasonably likely to be made against the Company.

16.5	Dealings in and maintenance of Company Intellectual Property

16.5.1

Any use of Company Intellectual Property by any third party is subject to an Intellectual Property Agreement, details of which are set out in the Disclosure Letter and a true, complete and accurate copy of which is included in the Disclosure Documents. The Company has not authorised any use of, or granted any rights under, the Company Intellectual Property other than as set out in the Disclosure Letter.

16.5.2

Nothing has been done or omitted to be done by the Company or any licensee of the Company which jeopardises the validity or subsistence of any Company Intellectual Property or constitutes a material breach of any Intellectual Property Agreement.

16.5.3

All Intellectual Property Agreements concerning the Company Intellectual Property, which are material to the Company’s business as at the date of this agreement, are valid and in force (and where applicable have been recorded at the relevant registry). Details of those agreements are set out in the Disclosure Letter and true, complete and accurate copies of them are included in the Disclosure Documents.

16.5.4

All material documents concerning title to and interest in the Company Intellectual Property (including registration certificates) form part of the records of the Company.

16.5.5

The Company has received no adverse opinion either from its advisors or from any applicable registry in respect of an application for any Company Intellectual Property, the failure to gain registration of which would materially and adversely affect the Company.

16.5.6

The Company has taken all such steps which it has been advised to take as necessary to maintain and protect the Company Intellectual Property.

17.	CONFIDENTIAL INFORMATION AND TECHNICAL INFORMATION

17.1	The Confidential Information and Technical Information is legally and beneficially owned by the Company alone, free from any licence, Encumbrance or restriction on use.

17.2	The Confidential Information and Technical Information has at all times been kept strictly confidential by the Company and this confidentiality has not at any time been breached.

17.3

The Company has not disclosed any Confidential Information or Technical Information to any person except where such disclosure was properly made in the normal and ordinary course of the Company’s business or otherwise pursuant to a legally binding confidentiality agreement (the details of which are set out in the Disclosure Letter and a true, complete and accurate copy of which is included in the Disclosure Documents) which requires the recipient to keep such information confidential, to use it only for the purpose for which it was disclosed by the Company and which prevents the recipient from further disclosing it.

18.	COMPUTER SYSTEMS

18.1	The Company is the owner of all elements of the Computer Equipment free from all Encumbrances.

18.2	The Computer Systems have sufficient capacity for the efficient carrying on of the Company’s business as at the date of this agreement.

18.3

Full details of the Computer Equipment and of all Computer Software are set out in the Disclosure Letter and true, complete and accurate copies of all licences, escrow agreements and (where the warranties have not expired) development agreements in respect of that Computer Software are included in the Disclosure Documents. The licences of that Computer Software have been complied with in all material respects by the Company and any restrictions in those licences do not adversely affect the present conduct of the Company’s business.

18.4	Details of any Computer Software used by the Company in which the Intellectual Property is owned by the Company are set out in the Disclosure Letter.

18.5	True, complete and accurate copies are included in the Disclosure Documents of all maintenance and support agreements in place in respect of the Computer Systems. The maintenance and support provided under those agreements are sufficient for the full uninterrupted use of the Computer Systems.

18.6	The individual components and items which together constitute the Computer Systems are compatible with each other and so far as the Sellers are aware, are not to any material extent redundant.

18.7	The Company’s employees at the date of this agreement include a sufficient number of persons who are sufficiently technically competent and appropriately trained to ensure the proper operation and use of the Computer Systems.

18.8	No third party has any right to prevent the Company from continuing to use the Computer Systems except pursuant to provisions contained in the documents referred to in paragraph 18.3 and no such right has been exercised or, so far as the Sellers are aware, has arisen.

18.9

None of the Company’s records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process whether computerised or not) which (including all means of access to or from such records, systems, controls, data or information) are not under the exclusive ownership and direct control of the Company.

18.10

The Company has prudent procedures in place to ensure the security of the Computer Systems and data stored on it including the use of properly administered and run password protection, data encryption and up-to-date industry standard virus checking software. Full and accurate details of the Company’s procedures for taking and storing on site and off site back up copies of the Computer Software and all data stored on the Computer Equipment are set out in document PD5 in the Disclosure Documents.

18.11

The Company is not a party to a facilities management agreement (whether as a provider or a recipient of services) nor is the Company a subscriber to or provider of bureau, out sourcing or similar services.

18.12

In the 12 month period immediately preceding the date of this agreement, the Company has not suffered any failure or breakdown of any of the Computer Systems which caused a material interruption to its business.

18.13

The Company has in its possession or control all executable versions of all bespoke Computer Software in both source and object code as disclosed pursuant to paragraph 18.3. The Company has in its possession or control all executable versions of all non-bespoke Computer Software in object code as disclosed pursuant to paragraph 18.3.

18.14

The Computer Software is able to perform where necessary for the Company’s business all the monetary transactions of the Company’s business in euro, in HK dollars and in US dollars in addition to sterling.

19.	CONTRACTS

19.1

No unfulfilled order has been received, and no tender, quotation or offer has been made, by the Company otherwise than in the normal and ordinary course of business on terms calculated to yield a gross profit margin consistent with what is in the reasonable opinion of the Sellers the prudent conduct of the business of the Company.

19.2	The Company is not, and is not in negotiations to become, a party to or subject to any contract, agreement, transaction or arrangement which:

19.2.1

is in the reasonable opinion of the Sellers of an unusual, onerous or abnormal nature in any such case in the context of the business of the Company or is not of an entirely arms’ length nature;

19.2.2

is outside the normal and ordinary course of business:

19.2.3

is for a fixed term of more than six months or for an indefinite term incapable of termination in accordance with its terms on not more than 90 days’ notice served by the Company at any time;

19.2.4

is of a long term nature (that is unlikely to have been fully performed in accordance with its terms within six months of the date on which it was entered into);

19.2.5

involves an aggregate outstanding expenditure by the Company of more than £10,000;

19.2.6

cannot be readily performed by the Company without undue expenditure or application of money, effort or personnel;

19.2.7

is one by which the Company grants or is granted sole or exclusive rights;

19.2.8

is a distributorship, agency, franchise or management agreement or arrangement;

19.2.9

involves payment by any party by reference to fluctuations in the index of retail prices or any other index;

19.2.10

is outside the ordinary course of business and involves payment by any party in a currency other than sterling;

19.2.11

is for a loan, guarantee, indemnity or suretyship;

19.2.12

is of a loss making nature (that is likely to result in a loss to the Company on completion of the Company’s obligations);

19.2.13

involves, or is likely to involve, the manufacture, sale or supply of goods the aggregate sales value of which will be more than 5% of the Company’s turnover for the preceding financial year;

19.2.14

confers or purports to confer a benefit or right on any person who is not a party to the relevant contract, agreement or arrangement.

19.3	All the material contracts, agreements or arrangements to which the Company is a party are in full force and effect and constitute valid and binding obligations on the parties to such contracts, agreements and arrangements which are enforceable in accordance with their terms.

19.4

Neither the Company nor the Sellers have any knowledge of the invalidity of, or a ground for termination, avoidance or repudiation of, a contract, agreement or arrangement to which the Company is a party. No party with whom the Company has entered into a contract, agreement or arrangement has given notice of its intention to terminate, or has sought to repudiate or disclaim, the contract, agreement or arrangement. The Company has not received written notice of any actual or proposed changes to the prices, royalties or any other material terms of any contract, agreement or arrangement to which it is a party.

19.5

The contracts, agreements and arrangements entered into by the Company have been duly complied with, no party to such a contract, agreement or arrangement is in material breach of any such contract, agreement or arrangement and so far as the Sellers are aware there is no fact or circumstance which might reasonably be expected to give rise to such a breach. No contract, agreement or arrangement to which the Company is a party is the subject of any dispute or claim and so far as the Sellers are aware there is no fact or circumstance which might reasonably be expected to give rise to any such dispute or claim.

19.6

There has been no delay, negligence or other default on the part of the Company and no event has occurred which, with the giving of notice or passage of time, could constitute a material breach by the Company of any of its obligations under any contract, agreement or arrangement to which it is a party.

19.7

So far as the Sellers are aware none of the other parties to any contract, agreement or arrangement to which the Company is a party is entitled to exercise any set off or counterclaim or to delay or withhold payment of any monies falling due under that contract, agreement or arrangement or to make payment to any party other than the party specified in such contract, agreement or arrangement.

19.8	The Company has not been a party to a transaction to which sections 190, 197, 198, 201, 203 or 223 of the Act apply.

19.9

The Company has not, within the 5 year period prior to Completion, paid any compensation to a third party agent in accordance with the terms of the Commercial Agents (Council Directive) Regulations 1993, and/or the national implementing legislation of the European Directive relating to Self Employed Commercial Agents (861/653/EE) in other European Union member states. So far as the Sellers are aware, there is no fact or circumstance which might give rise to a claim for such compensation being made against the Company.

20.	JOINT VENTURES AND PARTNERSHIPS

20.1	The Company is not, nor has it agreed to become, a member of any joint venture, consortium, European Economic Interest Grouping, partnership or other unincorporated association or a party to any agreement or arrangement for sharing profit, commissions or other income.

20.2	The Company is not a member of any partnership, trade association, society or other group, whether formal or informal, and whether or not having a separate legal identity and no such body is relevant to or has any material influence over the Company.

21.	TRADING

21.1	General

21.1.1

The Company does not use any name for any purpose other than its full corporate name.

21.1.2

The Company does not have, and has not conducted any part of its business through, any branch, place of business or agency outside the United Kingdom. The Company does not have any substantial assets outside the United Kingdom.

21.1.3

Save in the ordinary and normal course of business no agent, distributor, representative, supplier or other party (not being an employee) is entitled to any fixed or varying payment or credit in connection with the Company’s business past, present or future.

21.1.4

During the year ending on the date of this agreement no substantial customer or supplier or licensor of the Company has:

(a)

stopped, or notified the Company of a bona fide intention to stop, trading with or supplying the Company;

(b)

reduced, or notified the Company of a bona fide intention to reduce, to a material extent its trading with or supplies to the Company; or

(c)

changed, or notified the Company of a bona fide intention to change, the terms on which it is prepared to trade with or supply the Company (other than normal price and quota changes).

21.1.5

So far as the Sellers are aware no substantial customer or supplier or licensor of the Company is reasonably likely to:

(a)

stop trading with or supplying the Company;

(b)

reduce to a material extent its trading with or supplies to the Company; or

(c)

change materially and adversely the terms on which it is prepared to trade with or supply the Company (other than normal price and quota changes).

21.2	Customers

21.2.1

No customer (including any person connected with such customer) accounts for more than 5% of the aggregate value of all sales made by the Company in the 12 months ending on the date of this agreement.

21.2.2

A true, complete and accurate list of all customers of the Company who have made purchases from the Company having an aggregate value in excess of £25,000 during the 12 months ended 31 December 2013 is included in the Disclosure Documents.

21.2.3

The Company has not entered into an agreement or arrangement with a client, customer or supplier on terms materially different to its standard terms of business, a true, complete and accurate copy of which is included in the Disclosure Documents.

21.2.4

Except for a condition or warranty implied by law or contained in its standard terms of business or otherwise given in the normal and ordinary course of business, the Company has not given a condition or warranty, or made a representation, in respect of goods manufactured or sold (or agreed to be manufactured or sold), or services supplied (or agreed to be supplied), by it nor has the Company accepted an obligation that could give rise to a liability after the goods have been manufactured or sold, or services have been supplied, by it.

21.3	Suppliers

21.3.1

No supplier (including any person connected with such supplier) accounts for more than 5% of the aggregate value of all purchases made by the Company in the 12 months ending on the date of this agreement.

21.3.2

A true, complete and accurate list of all suppliers of the Company from whom the Company has made purchases having an aggregate value in excess of £25,000 during the 12 months ended 31 December 2013 is included in the Disclosure Documents.

21.3.3

The Company has paid its creditors within the times agreed with them. A true, complete and accurate list of all creditors of the Company as at 31 December 2013 is included in the Disclosure Documents.

21.3.4

No supplier to the Company is entitled to charge interest in respect of any monies owed to it by the Company. The Company has no liability (whether actual or contingent) for unpaid interest in respect of the late payment of any invoice or other liability paid or settled prior to Completion.

22.	DEFECTIVE PRODUCTS OR SERVICES

22.1

The Company has not manufactured, sold or supplied goods or services which were faulty or defective or which do not comply in all material respects with any warranties or representations expressly or impliedly (whether by statute, common law or otherwise) made by it or with any applicable regulations, standards and requirements.

22.2

Full details of all customer claims, complaints or returns relating to the Company that have occurred during the 12 months ending on the date of this agreement are contained in the Disclosure Letter. There are no outstanding claims against the Company in respect of defects in quality or delays in delivery or completion of contracts or deficiencies of design or performance of equipment or otherwise relating to liability for goods manufactured, sold or supplied, or services supplied, or to be so manufactured, sold or supplied by the Company and so far as the Sellers are aware no such claims are threatened or anticipated.

22.3	The Company has not accepted any liability or obligation to service, repair, maintain, take back or otherwise do or not do anything in respect of any goods manufactured, sold or supplied, or services supplied, by the Company.

22.4	The Company has not received and so far as the Sellers are aware is not likely to receive a prohibition notice, a notice to warn or a suspension notice under the Consumer Protection Act 1987.

22.5	The Company does not and has not at any time manufactured, sold or supplied products which contain Bisphenol A (BPA).

23.	DATA PROTECTION AND PRIVACY

23.1	The Company has at all times complied with, and at the date of this agreement complies with, the Data Protection Legislation including:

23.1.1

the data protection principles;

23.1.2

the requirements relating to notification of processing of personal data;

23.1.3

data subject access requests;

23.1.4

the obtaining of appropriate consents for direct marketing; and

23.1.5

the creation and regular maintenance of appropriate suppression lists.

23.2	All material details of the Company’s registration under the Data Protection Act 1998 are set out in the Disclosure Letter.

23.3

No information notice or enforcement notice or other correspondence has been received by the Company from the Information Commissioner or any other competent authority or industry body alleging non-compliance or requiring compliance with the Data Protection Legislation and so far as the Sellers are aware there is no fact or circumstance that might give rise to the issue of any such notice or correspondence.

23.4	There is no claim or action, or so far as the Sellers are aware any fact or circumstance that might reasonably be expected to give rise to a claim or action, against the Company for non-compliance with the Data Protection Legislation.

24.	DISTANCE SELLING AND E-COMMERCE

24.1	The Company has at all times complied with, and at the date of this agreement complies with, the Distance Selling Legislation including:

24.1.1

the provisions relating to the provision of information; and

24.1.2

the provisions relating to cancellation periods.

24.2	The Company has at all times complied with and currently complies with the E-Commerce Legislation including:

24.2.1

the provisions relating to the technical steps the customer must follow to conclude the contract; and

24.2.2

the provisions relating to the provision of information.

24.3

No correspondence has been received by the Company from the Office of Fair Trading or any other competent authority or industry body alleging non-compliance or requiring compliance with the Distance Selling Legislation or the E-Commerce Legislation and so far as the Sellers are aware there is no fact or circumstance that might reasonably be expected to give rise to any such correspondence.

24.4	There is no claim or action, or so far as the Sellers are aware any fact or circumstance that might give rise to a claim or action, against the Company for non-compliance with the Distance Selling Legislation or the E-Commerce Legislation.

25.	LITIGATION

25.1

Except in relation to the collection of unpaid debts arising in the normal and ordinary course of business which do not exceed £10,000 in aggregate, neither the Company nor a person for whose acts or defaults the Company may be vicariously liable is involved, or has during the two years ending on the date of this agreement been involved, in a civil, criminal, arbitration, administrative or other proceeding in any jurisdiction. So far as the Sellers are aware, no civil, criminal, arbitration, administrative or other proceeding in any jurisdiction is pending or threatened by or against the Company or a person for whose acts or defaults the Company may be vicariously liable.

25.2

So far as the Sellers are aware, there is no fact or circumstance which might give rise to a civil, criminal, arbitration, administrative or other proceeding in any jurisdiction involving the Company or a person for whose acts or defaults the Company may be vicariously liable nor has the Company been concerned or involved in any act, event or omission which may give rise to such matters after the date of this agreement.

25.3	There is no outstanding judgment, order, decree, arbitral award or decision of a court, tribunal, arbitrator or governmental agency in any jurisdiction against the Company or a person for whose acts or defaults the Company may be vicariously liable.

26.	COMPLIANCE

26.1	General

26.1.1

The Company has at all times carried on its business and used and dealt with its assets in compliance with all applicable legal and administrative requirements, laws and regulations whether of the United Kingdom or elsewhere.

26.1.2

There has been no violation of, or default with respect to, any statute, regulation, directive, order, decree or judgement of any court or any governmental agency of the United Kingdom (or any other country in which the Company conducts business) by the Company.

26.1.3

Neither the Company nor, so far as the Sellers are aware, any officer or employee of the Company has committed any criminal, illegal or unlawful act or breach of contract or any legislation.

26.1.4

The Company does not carry on (and has not, at any time when not an authorised person under Part III Financial Services and Markets Act 2000, carried on) a regulated activity in the United Kingdom within the meaning of section 22 Financial Services and Markets Act 2000.

26.1.5

The Company is not and has not at any time been engaged in any activity governed by any consumer credit laws.

26.1.6

There is no outstanding liability for any industrial training levy or for any other statutory or governmental levy or charge in relation to the Company or any present or former employees.

26.2	Investigations

26.2.1

The Company is not currently, nor has it ever been, the subject of any governmental or other investigation, enquiry or disciplinary proceeding in any jurisdiction, so far as the Sellers are aware, no such investigation, enquiry or proceeding is pending or threatened and so far as the Sellers are aware there is no fact or circumstance which might reasonably be expected to give rise to any such investigation, enquiry or proceeding.

26.2.2

So far as the Sellers are aware no report has been made about the Company and/or its directors or employees to the Serious Organised Crime Agency.

26.3	Unlawful payments

26.3.1

Neither the Sellers, the Company, any person for whose acts or defaults the Company may be vicariously liable nor any associated person of the Company (as defined in section 8 Bribery Act 2010) has:

(a)

induced a person to enter into an agreement or arrangement with the Company by means of an unlawful or immoral payment, contribution, gift, or other inducement;

(b)

offered or made an unlawful or immoral payment, contribution, gift or other inducement to a government official or employee;

(c)

engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010; or

(d)

directly or indirectly made an unlawful contribution to a political activity.

26.3.2

The Company has incurred no liability in respect of failing to prevent any associated person (as referred to in paragraph 26.3.1 above) from bribing another person for the Company’s benefit.

26.3.3

The Company has not:

(a)

acquired any asset with monies representing the proceeds of crime; or

(b)

at any time received monies representing the proceeds of crime.

26.3.4

The Shares were not purchased or subscribed for by the Sellers with monies representing the proceeds of crime.

26.4	Brokerage or commissions

No person is entitled to receive from the Company a finder’s fee, brokerage or commission in connection with this agreement or anything contained in it and the Company is not liable to pay to any of its directors, employees, agents or advisors any sum whatsoever in connection with the sale of the Shares.

27.	PERMITS

27.1	For the purposes of this paragraph 27, Permit shall mean a permit, licence, consent, approval, certificate, qualification, specification, registration or other authorisation, or a filing of a notification, report or assessment, necessary in any jurisdiction for:

27.1.1

the proper and effective operation of the Company’s business;

27.1.2

the Company’s ownership, possession, occupation or use of any of its assets;

27.1.3

the importation, sourcing, manufacture, distribution, sale or supply of any goods or services by the Company; or

27.1.4

the marketing of such goods or services.

27.2	The Company has obtained and complied with the terms and conditions of each Permit, full details of which are set out in the Disclosure Letter and true, complete and accurate copies of which are included in the Disclosure Documents.

27.3

Each Permit is in full force and effect and is unconditional or subject only to a condition that has been satisfied (and nothing more remains to be done under the condition). No expenditure or work is or will be necessary to comply with, maintain or obtain a Permit. No written notice has been received by the Company stating that any Permit will be revoked, suspended, cancelled, varied or not renewed and each action required for the renewal or extension of each Permit has been taken. No Permit and no condition to which any Permit is subject is personal to the Sellers and there is so far as the Sellers are aware no fact or circumstance which indicates that equivalent Permits (on no less favourable terms) would not be granted to the Company following the acquisition of the Shares by the Buyer.

28.	HEALTH & SAFETY

28.1	The Company has complied with all of its obligations and duties under all Health & Safety Laws, and the activities of the Company are and have always been carried on in accordance with all relevant Health & Safety Laws.

28.2	There is no fact or circumstance which constitutes a breach of any Health & Safety Laws by the Company.

28.3

There are no civil, criminal, arbitration or administrative actions, claims or proceedings pending or threatened against the Company arising from or relating to any Health & Safety Laws and so far as the Sellers are aware there is no fact or circumstance which might lead to any such action, claim or proceeding.

28.4	The Company has not received any communication from any regulatory authority with regard to any alleged breach of Health & Safety Laws and there have been no complaints,

investigations, enquiries, requests for information or other formal or informal indications of any possible claims or legal actions in respect of Health & Safety Matters from any person including any neighbour, current or former employee, or regulatory authority.

28.5

The Company has not been, and is not currently being, investigated by any person, regulatory body, local authority, court or competent organisation in relation to Health & Safety Matters, and, so far as the Sellers are aware, there is no fact or circumstance which could reasonably be expected to result in the Company being subject to any such investigation.

29.	ENVIRONMENTAL MATTERS

29.1	The activities of the Company are, and have at all times, been carried on in compliance with all relevant Environmental Laws.

29.2	The Company has obtained all Environmental Licences and full details of all Environmental Licences are set out in the Disclosure Letter, together with all amendments to or variations from such licences. No other Environmental Licences are required by the Company.

29.3	All fees payable in relation to any such Environmental Licence have been paid and there has been no default in the observance of any Environmental Licence by the Company, its officers, employees, consultants or agents. No application for an Environmental Licence is pending.

29.4

No steps have been taken for the revocation, cancellation, withdrawal, variation or surrender of any Environmental Licence and so far as the Sellers are aware no fact or circumstance exists which might reasonably be expected to give rise to any revocation, cancellation, withdrawal, amendment, variation or restriction upon transfer of any Environmental Licence or which would prevent compliance with any of its terms.

29.5	The Company has not received any claim, notice, requirement or complaint from any person, regulatory body, court or competent organisation in respect of Environmental Matters which:

29.5.1

might prevent the continued use of any part of a Property in the manner and for the purpose for which it is now being used;

29.5.2

requires any remedial work to a Property or the clearance or removal from a Property of any Relevant Substance; or

29.5.3

alleges any breach of any Environmental Law

and so far as the Sellers are aware there is no fact or circumstance which might reasonably be expected to give rise to any such claim, notice, requirement or complaint.

29.6	There has been no deposit, keeping, tipping, storage, treating, importing, exporting, transporting, processing, manufacture, collection or production of any Relevant Substance at, above, upon, in, under, to or from any Property.

29.7	The Company has received no notice or complaint of leaching or migration of any Relevant Substance into any land adjoining any Property or of any unauthorised emission, release or discharge of any Relevant Substance from any Property.

29.8	There is, and has been, no underground storage tank at any Property.

29.9	So far as the Sellers are aware, no property in the vicinity of any Property has been used as a landfill nor has there been any release, discharge or disposal of any Relevant Substance by any person in the vicinity of any Property.

29.10

No process or activity has been carried on at any Property which has caused, or so far as the Sellers are aware, will cause or may cause pollution of the environment or harm to human health (in each case within the meaning of the EPA) or might reasonably be expected to result in a legally enforceable obligation on the Company in respect of such pollution or harm to human health.

29.11

No process or activity has been carried on at any Property which has resulted in any water standing on or running through either any Property or any site adjacent to any Property (whether a natural or man-made watercourse or by percolation).

29.12

The Properties are not, and have not been, affected by any surface or subterranean working of mines and minerals. The ground conditions of each Property is not unsuitable for the construction and development of the structures of the type and size of the structures now erected on that Property or any other structures.

29.13

The Company currently satisfies the conditions attaching to authorisations required under section 6 of the EPA. The Sellers are not aware of any changes likely to occur in the foreseeable future to such conditions.

29.14

No works have been carried out at any Property in relation to Environmental Matters by any statutory authority in respect of which such authority is entitled to recover its costs.

29.15

The Company does not meet the qualifying criteria for, and is not required to participate in, the CRC Energy Efficiency Scheme established by the CRC Energy Efficiency Scheme Order 2010.

30.	COMPETITION

30.1	The Company is not nor has it ever been a party to any agreement, arrangement or practice, nor has it engaged in any course of conduct or practice which:

30.1.1

has been the subject of any enquiry or investigation under the Fair Trading Act 1973, the Competition Act 1980 or the Enterprise Act 2002 or under any competition or anti-trust law anywhere in the world;

30.1.2

infringes or has infringed the Competition Act 1998 or the Enterprise Act 2002 (whether or not it was or is exempted or excluded under the Competition Act 1998);

30.1.3

infringes or has infringed Article 10(1) Treaty of the Functioning of the European Union ( TFEU ) (previously Article 81 of the EC Treaty) (whether or not it is or was exempted under Article 101(3) of TFEU (previously Article 81(3) of the EC Treaty)) or Article 102 of TFEU (previously Article 82 of the EC Treaty);

30.1.4

infringes or has infringed any competition, anti-trust or restrictive trade practices law, rule or regulation anywhere in the world;

30.1.5

is or has been the subject of any measure, including any undertaking or commitment on the part of the Company to, or any requirement, decision or order of, the Restrictive Practices Court, the Director General of Fair Trading, the Office of Fair Trading, the Secretary of State for Business, Innovation and Skills (or any predecessor), the European Commission, the Court of Justice of the European Communities or the Competition Appeal Tribunal or to any other competition or regulatory authority, tribunal or court anywhere in the world; or

30.1.6

is or has been the subject of any fine or penalty, imposed or threatened to be imposed, for any reason including infringement of any law, regulation, administrative provision or similar matter relating to fair competition, anti-trust, monopolies, mergers or similar matters by the European Commission, the Office of Fair Trading, the Competition Commission or any authority, court or tribunal of competent jurisdiction of any country having jurisdiction in anti-trust matters.

30.2

Neither the Company nor any of its directors, agents or employees has made any application to the European Commission or any other competition authority for a declaration of inapplicability, for negative clearance, for leniency or for a letter of comfort in respect of any agreement, decision or practice relating to the business of the Company.

30.3

The Company has not received a notice of any breach by it of any competition, anti-trust, anti-restrictive trade practice or consumer protection law, rule or regulation anywhere in the world nor is it, or has it ever been, under or subject to or required or invited to participate in, any investigation, enquiry, report or order by or by reference to any regulatory authority under any such law, rule or regulation.

30.4	The Company is not a party or otherwise bound under the terms of any agreement or arrangement which restricts the Company’s freedom to carry on the whole or any part of its business or to use or exploit any of its assets in any part of the world as it thinks fit.

30.5	The Company has not received, nor is it due to receive, any aid granted by a member state of the European Union or through state resources within the meaning of Article 107 of TFEU (previously article 87(1) of the EC Treaty).

30.6	The Company has not within the last two years been party to any merger, concentration or other similar arrangement which was capable of review by any anti-trust or similar authorities in any jurisdiction.

31.	INSURANCE

31.1	All material particulars of all insurance and indemnity policies maintained by the Company or in which the Company has an interest (together, the Policies ), including all endorsements on such Policies, are set out in the Disclosure Letter.

31.2	Each of the Policies is valid and enforceable and is not void or voidable. So far as the Sellers are aware, neither the Company, nor any director, employee or agent of the Company, has done anything or omitted to do anything which might make any of the Policies void or voidable.

31.3	All premiums due in respect of such Policies have been duly and punctually paid and the Company has not done or omitted to do anything which might so far as the Sellers are aware result in an increase in the premium payable under any of the Policies.

31.4	The Company has at all times during the two year period immediately preceding the date of this agreement maintained insurance and indemnity policies at least equivalent in cover (amounts and risks) as that provided as at the date of this agreement by the Policies.

31.5	The Company has not at any time been refused any insurance or only offered an insurance policy at a cost substantially higher than the normal market rate for such insurance.

31.6	The Company has never received a report or recommendation from its insurance brokers or other advisors which has not been implemented in full.

31.7	The Company has not failed to disclose to an insurer in relation to any insurance policy any information which such insurer would consider to be material for disclosure.

31.8	There is no claim outstanding under any of the Policies and so far as the Sellers are aware there is no fact or circumstance which might reasonably be excepted to give rise to such a claim.

31.9	The Company has not acquired any benefit under any policy of insurance otherwise than as original beneficial owner.

31.10

The insurance and indemnity policies referred to in paragraph 31.1 of this schedule 4, copies of all of which are in the Dataroom, were all renewed on or before 31 March 2013 and provide cover in accordance with their terms for the period up to and including 31 March 2014. All such policies are capable of cancellation or termination by the Company at any time during such period of cover without incurring any cancellation or termination payment, break fee, short rate penalty or similar. The Company is entitled to a full refund of the pro-rata premium for the unelapsed period on any such cancellation or termination.

32.	EMPLOYEES

32.1	General

32.1.1

In this paragraph 32 Employees shall mean all the employees, workers, officers, consultants and/or agents of the Company.

32.1.2

In this paragraph 32 Consultancy Contract shall mean a contract between the Company and another party under which such other party has agreed to provide services personally or to provide the services of a particular individual or a substitute for that individual (save that this excludes any third party professional adviser whose business relationship with the Company is such that the retainer may be terminated by the Company without any liability incurred by the Company whether contractual or otherwise).

32.1.3

The Company is not a party to a Consultancy Contract.

32.1.4

All contracts between the Company and its Employees can be terminated by three months’ notice or less without giving rise to a claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal). The Company has not received notice of resignation from any Employee and the Sellers have no reason to believe that the sale of the Shares to the Buyer would be likely to result in any officer or person occupying a senior, managerial, technical or sales position leaving the Company.

32.1.5

There is no employment or consultancy contract or other contract of engagement between the Company and any person which is in suspension or has been terminated but is capable of being revived or enforced or in respect of which the Company has a continuing obligation.

32.1.6

The Disclosure Documents contain details of:

(a)

the total number of the Company’s Employees including details of those who are on maternity leave or absent because of disability or other long-term leave of absence and (in each case) have or may have a right to return to work with the Company;

(b)

the name, date of start of employment, period of continuous employment, salary and other benefits and age of each Employee and, where an Employee has been continuously absent from work for more than one month, the reason for the absence;

(c)

the terms of the contract of each Employee;

(d)

any disciplinary procedure taken against an Employee within the two years ending on the date of this agreement; and

(e)

any grievance procedure taken by an Employee within the two years ending on the date of this agreement.

32.1.7

Since the Accounts Date:

(a)

the basis of the remuneration payable to the Employees has not altered and the Company is not obliged to increase, nor has it made provision to increase, the total annual remuneration payable to any of its Employees by more than 3%; and

(b)

no alterations have been made in the terms of employment or conditions of service of any of the Employees or in the pension or other benefits of any of the Employees or any past officer or employee of the Company or any of their dependants or in the terms of any agreement or arrangement (whether written or unwritten and whether binding or not) with any trade union, employee representative or body of employees or their representatives.

32.1.8

The Company owes no amount to any Employee or former Employee (or his dependant) other than for accrued remuneration or reimbursement of business expenses which, to the extent due, have been paid or discharged in full.

32.1.9

There is no agreement or arrangement between the Company and an Employee or former Employee with respect to his employment, his ceasing to be employed or his retirement which is not included in the written terms of his employment or previous employment. The Company has not provided, or agreed to provide a gratuitous payment, loan or benefit to an Employee or to any of his dependants.

32.1.10

The Company has maintained records which are (except for any information which has not been notified to the Company in respect of an Employee’s

personal details) up-to-date, accurate regarding each of its Employees (including details of terms of employment, payments of statutory sick pay and statutory maternity pay, income tax and social security contributions, disciplinary and health and safety matters and termination of employment).

32.1.11

The Company has not entered into any agreement and no event has occurred which may involve the Company in the future acquiring any undertaking or part of one such that the Transfer of Undertakings (Protection of Employment) Regulations 2006 may apply in relation to such agreement or event.

32.1.12

The Company has not dismissed any Employee or former Employee in contemplation of this transaction or in the 12 month period immediately preceding the date of this agreement.

32.1.13

No outstanding offer of employment has been made by the Company to any person nor has any person accepted an offer of employment made by the Company but not yet commenced such employment.

32.1.14

None of the Employees is disabled for the purposes of the Equality Act 2010.

32.1.15

All of the Employees have the right to work in the UK and the Company has complied with all of its obligations in this regard.

32.1.16

There are no temporary workers within the Company’s business. In relation to any temporary workers the details of whom are Disclosed against this warranty, the Company has complied with its obligations pursuant to the Agency Workers Regulations 2010.

32.1.17

The Company has paid the necessary amounts to maintain suitable cover in relation to the insurance which it is contractually obliged to provide for the Employees including in relation to private medical insurance, permanent health insurance or long term disability insurance, accidental insurance or dismemberment insurance.

32.2	Payments on termination

Except as Disclosed in the Accounts, the Company has not:

32.2.1

incurred a liability for breach or termination of an employment contract including a redundancy payment, long service payment, protective award or compensation for wrongful dismissal, unfair dismissal or failure to comply with an order for the reinstatement or re-engagement of an Employee;

32.2.2

incurred a liability for breach or termination of a Consultancy Contract;

32.2.3

made or agreed to make a payment or provided or agreed to provide a benefit to an Employee or former Employee (or to any of his dependants) or made any other agreement or arrangement in connection with the actual or proposed termination or retirement or suspension of employment or variation of an employment contract; or

32.2.4

incurred a liability in respect of any accident or injury which is not covered by insurance, or received notice of claim from an Employee or former Employee indicating a potential liability in respect of any of the foregoing.

32.3	Compliance with law

32.3.1

The Company has complied with:

(a)

each obligation imposed on it by, and each order and award made under, statute, the Treaty of Rome, TFEU, EC Directive, regulation, code of conduct and practice, collective agreement, custom and practice relevant to the relations between it and its Employees or a trade union or the terms of employment of its Employees;

(b)

each recommendation made by the Advisory, Conciliation and Arbitration Service and each award and declaration made by the Central Arbitration Committee;

(c)

the provisions of the Employment Rights Act 1996 in relation to its Employees;

(d)

each obligation under the Working Time Regulations 1998, in particular, as to the hours worked by its Employees and as to its record-keeping obligations; and

(e)

the provisions of the Information and Consultation of Employees Regulations 2004

32.3.2

There are no enquiries or investigations existing, so far as the Sellers are aware pending or threatened affecting the Company in relation to any Employee or former Employee by the Equal Opportunities Commission, the Commission for Racial Equality, the Health and Safety Executive or any other body with similar functions or powers in relation to workers.

32.4	Redundancies and transfer of business

32.4.1

Within the year ending on the date of this agreement the Company has not:

(a)

given notice of redundancies to the relevant Secretary of State or started consultations with a trade union under Chapter II of Part IV of the Trade Union and Labour Relations (Consolidation) Act 1992 or failed to comply with its obligations under Chapter II of Part IV of that Act; or

(b)

been a party to a relevant transfer (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or failed to comply with a duty to inform and consult employee representatives or a trade union under those Regulations.

32.4.2

No Employee is entitled or potentially entitled to any enhanced redundancy payment and/or early retirement benefits, whether on the grounds of redundancy or otherwise.

32.5	Trade unions

32.5.1

The Company has no agreement or arrangement with and does not recognise a trade union, works council, staff association or other body representing any of its Employees.

32.5.2

The Company is not involved in, and no fact or circumstance exists which might give rise to, a dispute with a trade union, works council, staff association or other body representing any of its Employees.

32.5.3

The Company has not received any formal request under the Information and Consultation of Employees Regulations 2004.

32.5.4

No collective agreements affect any Employee’s terms and conditions of employment.

32.6	Incentive schemes

The Company does not have and is not proposing to introduce a share incentive, share option, profit sharing, bonus, commission or other incentive scheme for any of its Employees.

32.7	Employment claims

32.7.1

There are no legal or other proceedings or other disputes between the Company on the one hand and any Employee or former Employee on the other hand nor so far as the Sellers are aware are any such proceedings or disputes pending or threatened.

32.7.2

So far as the Sellers are aware there is no fact or circumstance which might give rise to any such proceedings.

32.7.3

No court or Tribunal case, claim or action has been brought by any Employee or former Employee against the Company within the two years ending on the date of this agreement.

33.	Pensions

In this paragraph 33 the following expressions shall have the following meanings:

Disclosed Schemes

the Pension Schemes and includes every other arrangement disclosed in the Disclosure Letter in relation to this paragraph 33;

Employees

the Company’s employees, directors, former employees and former directors;

Pension Arrangement

an agreement, arrangement, custom or practice (whether or not legally enforceable) for the payment or contribution towards any Relevant Benefits; and

Relevant Benefits

pensions, allowances, lump sums or other like benefits payable on or after termination of service or retirement, on death or during periods of sickness or incapacity.

33.1

Save for under the Disclosed Schemes, the Company does not have any legal, voluntary or moral obligation to pay Relevant Benefits to any person or to contribute towards or meet the cost of any Pension Arrangement for the benefit of any person. No assurance has been given to any of the Employees as to the introduction, continuance of or improvement of any Pension Arrangement.

33.2	All material details of each of the Disclosed Schemes have been provided to the Buyer including complete and correct copies of:

33.2.1

all trust deeds, rules, resolutions, policies and other documents establishing, governing or relating to the Disclosed Schemes;

33.2.2

all announcements, member booklets, notices and other explanatory literature issued to members of the Disclosed Schemes and copies of letters or other documents relating to any special arrangements under the Disclosed Schemes for individual members or groups of members;

33.2.3

where applicable the most recent actuarial valuation of the Disclosed Schemes carried out under Part 3 of the Pensions Act 2004 and any subsequent actuarial reports prepared under the said Part 3 together with copies of all material actuarial advice and advice relating to any material change in the investment policy of the Disclosed Schemes received since the end of the period to which the most recent actuarial valuation or report relates;

33.2.4

where applicable full details of any events that have happened in relation to any Disclosed Scheme to close it to new entrants, suspend or terminate the obligation on the Company or members to contribute to it or suspend or terminate the accrual and other provision of benefits;

33.2.5

the latest trustee reports and accounts;

33.2.6

a list of all Employees who are members of each of the Disclosed Schemes together with all of the data and particulars necessary to establish the benefits payable or contingently payable to or in respect of them under the Disclosed Schemes;

33.2.7

the latest schedule of contributions or payment schedule (as appropriate) and details of all employee and employer contributions (including additional voluntary contributions) which are or may become payable to the Disclosed Schemes;

33.2.8

where applicable, any contracting out certificates issued for the purposes of the Pension Schemes Act 1993 in relation to the Disclosed Schemes;

33.2.9

all agreements for the provision of services and insurance contracts relating to the Disclosed Schemes;

as well as details of any proposed changes to any of the information contained in the above documents.

33.3	There is no obligation to provide benefits under or make contributions to the Disclosed Schemes except as revealed in the documents provided to the Buyer and no discretion or power has been or will before Completion be exercised under the Disclosed Schemes to:

33.3.1

augment benefits in respect of any of the Employees;

33.3.2

pay non-statutory transfer values;

33.3.3

admit to membership an Employee who would not otherwise have been eligible for membership of the Disclosed Schemes;

33.3.4

provide in respect of a member a benefit which would not otherwise have been provided in respect of such member; or

33.3.5

pay a contribution to any of the Disclosed Schemes in respect of an Employee which would not otherwise have been paid.

33.4

All death in service and disability benefits (other than refunds of contributions) which may be payable under the Disclosed Schemes are fully insured under a policy with an insurance company and all premiums payable in respect of such policies have been paid. So far as the Sellers are aware there is no reason why such policies might be invalidated or why the insurance company might seek to avoid liability under them.

33.5	All amounts payable by, to and in respect of the Disclosed Schemes have been paid. All employer and employee contributions to the Disclosed Schemes have been made promptly at the time that they were due.

33.6	No employer other than the Company participates in the Disclosed Schemes.

33.7	No payment or repayment of any of the assets of the Disclosed Schemes has been made to any employer participating in the Disclosed Schemes.

33.8

There are no claims or actions in progress, nor so far as the Sellers are aware pending or threatened (other than routine claims for benefits) in relation to the Disclosed Schemes or otherwise in relation to the Company’s provision (or failure to provide) Relevant Benefits to Employees (including complaints to the Pensions Ombudsman or investigations by the Pensions Regulator) and so far as the Sellers are aware there are no existing circumstances which might give rise to any such proceedings, claims or disputes.

33.9

Other than the Defined Benefit Pension Scheme, the Disclosed Schemes are money purchase schemes (as defined in section 181(1) of the Pension Schemes Act 1993) and the benefits currently, prospectively and contingently payable under those Disclosed Schemes (other than those which are fully insured) are solely the benefits which can be provided by the funds available in respect of each member under the Disclosed Schemes.

33.10

All of the assets of those of the Disclosed Schemes which are occupational pension schemes (as defined in section 1 of the Pension Schemes Act 1993) are in the possession of or under the control of the trustees of the Disclosed Schemes and reasonable care has been taken by the said trustees to ensure their continued secure custody and accurate identification.

33.11

The Disclosed Schemes are registered pension schemes as defined in section 150(2) of the Finance Act 2004 and so far as the Sellers are aware there are no circumstances which would give HM Revenue & Customs reason to withdraw such registration.

33.12

Other than the Defined Benefit Pension Scheme, the Disclosed Schemes are not contracted-out schemes for the purposes of the Pension Schemes Act 1993. The Defined Benefit Pension Scheme has been administered in accordance with the contracting-out requirements of Part III of that Act.

33.13

The Disclosed Schemes do not distinguish between male and female members in the provision of benefits relating to periods of service on or after 17 May 1990 and no adverse alteration has been made to benefits already accrued at the date of making any changes to equalise benefits for men and women.

33.14

The Disclosed Schemes do not distinguish between members on grounds of age in the provision of benefits relating to periods of service on or after 1 December 2007 except to the extent that such different treatment falls within one ore more of the excepted rules, practices, actions or decisions set out in the Equality (Age Exceptions for Pension Schemes Order) 2010.

33.15

The Company and the Disclosed Schemes have not at any time treated an Employee less favourably in the provision of Relevant Benefits or access to the Disclosed Schemes on the grounds of disability, race, sexual orientation, religious belief, marital status, hours of work or fixed-term worker status.

33.16

The Disclosed Schemes have at all times been administered in accordance with the provisions of all relevant statutes, regulations and other overriding legal requirements (including without limitation the preservation requirements within the meaning of section 69 of the Pension Schemes Act 1993, the equal access requirements of section 62 of the Pensions Act 1995 and the relevant provisions of the Data Protection Act 1998) and in accordance with the trusts, powers and provisions of the Disclosed Schemes and with due regard to the general requirements of law. So far as the Sellers are aware there are no circumstances which could result in a penalty under section 10 of the Pensions Act 1995 becoming payable by the Company or the trustees of the Disclosed Schemes.

33.17

All notifiable events (as defined in section 69 of the Pensions Act 2004) that have occurred in relation to the Company or the Disclosed Schemes were notified to the Pensions Regulator as soon as reasonably practicable after the occurrence of the event and the Sellers have provided full details of any such events to the Buyer.

33.18

So far as the Sellers are aware no circumstances have arisen in relation to any of the Disclosed Schemes that required any party to report a breach of the law under section 70 of the Pensions Act 2004.

33.19

The Pensions Regulator has not issued a contribution notice or a financial support direction under sections 38 or section 43 of the Pensions Act 2004 to the Company or any person connected to or associated with the Company in relation to the Defined Benefit Pension Scheme or any other Pension Arrangement and so far as the Sellers are aware there are no circumstances which could result in the Pensions Regulator taking such action.

33.20

The Company has not at any time participated in any occupational pension scheme (as defined in section 1 of the Pension Schemes Act 1993) other than the Disclosed Schemes.

33.21

Since 30 August 1993 no Employee has had his contract of employment transferred to the Company from another employer in circumstances where the Transfer of Undertakings (Protection of Employment) Regulations 1981 or the Transfer of Undertakings (Protection of Employment) Regulations 2006 applied to the transfer of that contract.

33.22

None of the Employees have a contractual right to enhanced pension benefits on redundancy or early retirement relating to service prior to Completion which is not fully funded through the Disclosed Schemes.

33.23

The Company is no longer the principal employer of the SSAS and the Company is not a participating employer in the SSAS.

33.24

The Company has no liability to contribute to or any obligation in relation to the administration of the SSAS and there are no circumstances in which such a liability or obligation could arise.

34.	FINANCIAL FACILITIES

34.1	Bank accounts

34.1.1

The Disclosure Letter sets out all material details of all investment, deposit and bank accounts maintained by or on behalf of the Company and of the banks or other financial institutions at which those accounts are kept.

34.1.2

A statement of the credit or debit balances on each of the accounts referred to in paragraph 34.1.1 as at a date not more than two Business Days prior to the date of this agreement is included in the Disclosure Documents, together with statements showing and reconciling those statements with the cash book

balances of the Company at the date of this agreement. Since such statements there have been no payments out of any such accounts except for routine payments in the normal and ordinary course of business and the balances on current account are not now substantially different from the balances shown on such statements.

34.2	Borrowings

34.2.1

All material details of all overdrafts, loans or other financial facilities outstanding or available to the Company are set out in the Disclosure Letter, whether or not such facilities are of a type which would be required to be shown in or reflected in the Accounts (including any indebtedness for moneys borrowed or raised under any acceptance credit, bond, note, bill of exchange or commercial paper, finance, lease, hire purchase agreement, trade bills (other than those on terms normally obtained), forward sale or purchase agreement or conditional sale agreement or other transaction having the commercial effect of a borrowing) and true, complete and accurate copies of all documents relating to such matters are included in the Disclosure Documents.

34.2.2

Neither the Sellers nor the Company has done anything whereby the continuance in full force and effect of the facilities referred to in paragraphs 34.1.1 and 34.2.1 might be affected or prejudiced.

34.2.3

The total amount borrowed by the Company does not exceed any limitations on the borrowing powers of the Company contained in:

(a)

the Company’s constitution; or

(b)

any debenture or other deed or document binding on the Company.

34.2.4

The Company has not incurred any indebtedness other than in the normal and ordinary course of business.

34.2.5

The Company does not have outstanding, nor has it agreed to create or issue, any loan capital.

34.3	Guarantees, indemnities and Encumbrances

34.3.1

The Company is not a party to and is not liable (including contingently) under a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person’s obligation.

34.3.2

No part of the loan capital, borrowing or indebtedness in the nature of borrowing of the Company is dependent on the guarantee or indemnity of, or security provided by, another person.

34.3.3

The Company does not have outstanding any Encumbrance or any obligation (including a conditional obligation) to create any Encumbrance.

34.4	Events of default

34.4.1

No event has occurred or been alleged which:

(a)

constitutes an event of default, or otherwise gives rise to an obligation to repay, under an agreement relating to borrowing or indebtedness in the nature of borrowing (or will do so with the giving of notice or lapse of time or both); or

(b)

will lead to an Encumbrance constituted or created in connection with borrowing or indebtedness in the nature of borrowing, a guarantee, an indemnity or other obligation of the Company becoming enforceable (or will do so with the giving of notice or lapse of time or both)

and so far as the Sellers are aware there is no fact or circumstance which might reasonably be expected to give rise to any such obligation to repay or to any such Encumbrance becoming enforceable.

34.4.2

The Company has not repaid any sum in the nature of borrowings in advance of any due date.

34.5

Loans

The Company has not made a loan which remains outstanding.

34.6	Grants

The Company is not liable to repay an investment or other grant or subsidy made to it by a body (including the Department of Business, Innovation and Skills or any predecessor). So far as the Sellers are aware, no fact or circumstance (including the execution and performance of this agreement) exists which might entitle a body to require repayment of, or refuse an application by the Company for, the whole or part of a grant or subsidy.

35.	INSOLVENCY

35.1	No order or application has been made or resolution passed for the winding up of the Company or for the appointment of a provisional liquidator to the Company.

35.2	No petition has been presented and no application has been made to court for an administration order in respect of the Company and no notice of an intention to appoint an administrator of the Company has been given or filed.

35.3	No receiver or receiver and manager has been appointed of the whole or part of the Company’s business or assets.

35.4	No voluntary arrangement has been proposed under section 1 Insolvency Act 1986 in respect of the Company. No compromise or arrangement has been proposed, agreed to or sanctioned under part 26 of the Act in respect of the Company.

35.5	The Company is not insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986. The Company has not stopped paying its debts as they fall due.

35.6	No distress, execution or other process has been levied on an asset of the Company.

35.7	There is no unsatisfied judgment or court order outstanding against the Company.

35.8	None of the Company’s assets have been the subject of a transaction at an undervalue within the meaning of Part IX or Part VI Insolvency Act 1986.

35.9	No action is being taken by the Registrar of Companies to strike the Company off the register.

35.10

No bankruptcy order has been made in respect of any Seller nor has any petition been presented to make any of the Sellers bankrupt.

35.11

No application has been made in respect of any Seller for an interim order under section 253 Insolvency Act 1986, no person has been appointed by the court to prepare a report in respect of any Seller under section 273 Insolvency Act 1986 and no interim receiver has been appointed to the property of any Seller under section 286 Insolvency Act 1986.

35.12

No Seller is unable to pay, and there is no reasonable prospect of any Seller being unable to pay, any debt as those expressions are defined in section 268 Insolvency Act 1986.

35.13

Neither the Company nor any Seller has suffered any equivalent or analogous proceedings or orders to any of those described above in this paragraph 35 under the law of any other jurisdiction.

36.	EFFECT OF SALE

Neither the execution and delivery nor the performance of this agreement or of a document or agreement entered into pursuant to this agreement or of any obligation under it will:

36.1	conflict with or constitute or result in a breach of or default under or require the consent of a person under:

36.1.1

any governmental, public or contractual obligation which is binding upon the Company or any Seller, including the provisions of any Encumbrance to which the Company or any Seller is a party or by which any of the Shares or the Company’s assets are bound or subject save that this paragraph 36.1.1 shall not apply to any obligations imposed on the Company pursuant to merger control laws;

36.1.2

any court order, judgment, decree, award or injunction which is binding upon the Company or any Seller or by which any of the Shares or the Company’s assets are bound or subject; or

36.1.3

an agreement, arrangement or obligation to which the Company or any Seller is a party or a legal or administrative requirement in relation to the Company or any Seller in any jurisdiction;

36.2	result in the Company losing the benefit of an asset, licence, grant, subsidy, right or privilege which it enjoys at the date of this agreement in any jurisdiction;

36.3	relieve any person from any obligation under any contract, agreement or arrangement to which the Company is a party or entitle any person to terminate any such obligation or any right or benefit enjoyed by the Company under any such contract, agreement or arrangement;

36.4	result in the creation, imposition, crystallisation or the enforcement of any Encumbrance on or over any of the Company’s assets; or

36.5

make the Company liable to offer for sale, transfer or otherwise dispose of or purchase or otherwise acquire any assets, including shares held by it in other bodies corporate under their articles of association or any agreement or arrangement save that this paragraph 36.5 shall not apply to any obligations imposed on the Company pursuant to merger control laws.

37.	INSIDER AGREEMENTS

37.1	The business of the Company is not carried on by or for the benefit of any person other than the Company.

37.2

None of the Sellers nor any person connected with any of the Sellers is, or has at any time in the five years prior to the date of this agreement, been involved, engaged or interested in any other company or business which in any way overlaps or competes with, or is likely to compete with, or has in any way affected the trading results and performance of the Company.

37.3

There is, and during the three years ending on the date of this agreement there has been, no agreement or arrangement (legally enforceable or not) affecting the Company to which a Seller is or was a party and in which a Seller, a director or former director of the Company or a person connected with any of them is or was interested in any way, other than a bona fide contract of employment made between the Company and a Seller or a director or former director of the Company in the normal and ordinary course of business.

37.4

Save in respect of properly accrued remuneration or business expenses, there is no amount owing by the Company to any Seller, director or former director of the Company (or any person connected with any such Seller, director or former director) nor does any Seller, director or former director of the Company (or any person connected with any such Seller, director or former director) have any claims against the Company on any account whatsoever including claims for compensation for loss of office, unfair dismissal or redundancy.

37.5

There is no amount owing to the Company from any Seller, director or former director of the Company (or any person connected with any such Seller, director or former director) nor does the Company have any claims against any Seller, director or former director of the Company (or any person connected with any such Seller, director or former director) on any account whatsoever.

38.	HK SUBSIDIARY

38.1	The HK Subsidiary is a company with limited liability incorporated in Hong Kong.

38.2	Since its incorporation, the HK Subsidiary has:

38.2.1

at all times been a dormant non-trading company;

38.2.2

at all times been a wholly owned subsidiary of the Company;

38.2.3

not at any time had a subsidiary.

38.3

The HK Subsidiary has been utilised only to reserve the name “Kitchen Craft” at the Hong Kong Companies Registry. The HK Subsidiary has never entered into a relevant accounting transaction entry into its books of account under section 121 of the Ordinance or traded or undertaken any activities of any kind and has no liabilities, obligations, assets (other than its paid up share capital being 50,000 ordinary shares of HKD1.00 each) or employees whatsoever.

39.	UK SUBSIDIARIES

39.1	Since its respective incorporation, each of Kitchencraft (Housewares) Limited and Plumbob (Hardware) Limited has:

39.1.1

at all times been a dormant non-trading company;

39.1.2

at all times been a wholly owned subsidiary of the Company;

39.1.3

not at any time had a subsidiary.

39.2

Kitchencraft (Housewares) Limited has been utilised only to reserve the name “Kitchencraft” at Companies House. Plumbob (Hardware) Limited has been utilised only to reserve the name “Plumbob” at Companies House. Neither of Kitchencraft (Housewares) Limited and Plumbob (Hardware) Limited has ever entered into a relevant accounting entry into its books of account under the Act or traded or undertaken any activities of any kind nor has any liabilities, obligations, assets (other than its respective paid up share capital as described in part 2 of schedule 2) or employees whatsoever.

39.3	Since 1 January 1998, both Frederick Hill (Birmingham) Limited and Thomas Plant (Birmingham 1927) Limited have at all times been dormant non-trading companies.

39.4	Neither of Frederick Hill (Birmingham) Limited and Thomas Plant (Birmingham 1927) Limited has any liabilities, obligations, assets (other than the respective paid up share capital as described in part 2 of schedule 2) or employees whatsoever.

39.5	No steps have been taken to liquidate or strike off any of the UK Subsidiaries.

SCHEDULE 5

Limitations on Sellers liability

1.	APPLICATION OF THIS SCHEDULE

The provisions of this schedule 5 shall, together with and subject to clause 5.2, operate to limit the liability of the Sellers in respect of any Claim.

2.	FINANCIAL LIMITATIONS

2.1

The total liability of each Seller for all claims under this agreement (including any additional amount payable under clause 16.10 of this agreement or paragraph 7 of part 2 of schedule 6) shall not exceed an amount equal to the aggregate of (a) the amount of the Consideration received by that Seller (excluding for this purpose the value attributed to the Consideration Shares issued to that Seller) and (b) the Service Agreement Additional Payment (if any) received by that Seller (less any income tax or employees’ national insurance contributions deducted by the Company from such Service Agreement Additional Payment) (prior to any deduction to the Consideration (or such Service Agreement Additional Payment, as the case may be) pursuant to clauses 3.7, 3.8 or 5.9 and/or the Tax Covenant).

2.2	The Sellers shall not be liable for a Claim unless:

2.2.1

the Sellers’ liability in respect of such Claim (together with any connected Claims) exceeds £20,000 (twenty thousand pounds); and

2.2.2

the amount of the Sellers’ liability in respect of such Claim, when aggregated with the Sellers’ liability for any other Claims that are not excluded under paragraph 2.2.1 exceeds £500,000 (five hundred thousand pounds), in which case the Sellers shall be liable for the whole amount claimed (and not just the amount by which the threshold in this paragraph 2.2.2 is exceeded).

For the purposes of this paragraph 2.2, a Claim is connected with another Claim if the relevant claims arise from the same event or set of circumstances, or relate to the same subject matter.

2.3

For the purposes of paragraph 2.1, if and to the extent that the Service Agreement Additional Payment payable to a Seller is satisfied by the issue to that Seller of shares of Lifetime’s Common Stock then the Service Agreement Additional Payment shall be valued at the lower of (a) the amount of the Service Agreement Additional Payment as determined pursuant to the Service Agreement of that Seller and (b) the aggregate of Sale Proceeds and Shares Value, in each case as determined at the date when it is relevant to determine the value of the Service Agreement Additional Payment for the purposes of paragraph 2.1 above. In this paragraph 2.3:

2.3.1

“Sale Proceeds” shall mean the amount or value of consideration received by the relevant Seller in respect of the disposal by him of any of Lifetime’s Common Stock issued to him in satisfaction of his Service Agreement Additional Payment; and

2.3.2

“Shares Value” shall mean the aggregate value of Lifetime’s Common Stock held by the relevant Seller valued at the average of the closing prices of Lifetime’s Common Stock on the last five trading days preceding the date in question as reported on the NASDAQ Stock Exchange.

3.	TIME LIMITS ON CLAIMS

3.1

The Sellers shall not be liable for a Claim unless the Buyer has given the Sellers (and/or any of them) notice in writing of that Claim summarising the nature of the Claim as far as is then known to the Buyer and, so far as is reasonably capable of being estimated by the Buyer, the amount claimed within the period of 2 years beginning with the Completion Date.

3.2

Any Claim notified in accordance with paragraph 3.1 shall (if not previously satisfied, settled or withdrawn) be deemed to have been withdrawn 12 months after the date on which notice of the relevant Claim was given unless, prior to that date, legal proceedings in respect of the Claim have been issued and duly served on the Sellers (or, in the case of any Claim based upon liability which is contingent only, within 12 months after the date on which such

contingent liability becomes an actual liability (or, in each case, if later, within 6 months of the conclusion of any and all action which the Sellers have required the Buyer to take in accordance with this schedule 5 in order to minimise the Sellers liability pursuant to a Claim)).

4.	RESCISSION

The Buyer agrees that, save in the event of fraud or fraudulent misrepresentation:

4.1	the Buyer’s sole remedy against the Sellers in respect of a Claim shall be an action for damages;

4.2	the Buyer will not have the right to rescind this agreement for breach of contract, negligent or innocent misrepresentation or otherwise.

5.	COMPLETION ACCOUNTS AND ACTUAL KNOWLEDGE

5.1	The Sellers shall not be liable in respect of a Claim to the extent that the liability the subject matter of the Claim has been taken into account in the calculation of Actual Net Indebtedness or Actual Working Capital in the Completion Accounts.

5.2

The Sellers shall not be liable in respect of a Claim if and to the extent that the facts, matters, events or circumstances giving rise to the Claim are within the actual knowledge of the Buyer at the date of this agreement, arising as a result of its investigation of the Company and, for this purpose, the Buyer shall only be deemed to have actual knowledge of the fact, matter, event or circumstance if, immediately prior to the date of this agreement, such fact, matter, event or circumstance is within the actual knowledge of any of the persons named below (having read only the final due diligence reports (including the report on taxation matters) prepared by the Buyer’s Accountants and the Buyer’s Solicitors) in such a manner and with sufficient detail and clarity so as to enable that person to make a reasonably informed assessment of the scope, nature and impact (including financial) of that fact, matter, event or circumstance and the fact that such fact, matter, event or circumstance will give rise to a Claim.


Name		Position

James Gary Siegel		Chief Executive Officer

Ronald Shiftan		Chief Operating Officer

Laurence Winoker		Chief Finance Officer

Daniel Siegel		President

Sara Shindel		General Counsel and Secretary

Craig Phillips		Senior Vice President Distribution

6.	PROVISIONS MADE IN ACCOUNTS

The Sellers shall have no liability in respect of any Claim if and to the extent that any specific allowance, specific provision or specific reserve was made in the Accounts in respect of the matter or circumstances giving rise to that Claim.

7.	VOLUNTARY ACTS

7.1	The Sellers shall not be liable in respect of any Claim to the extent that the matter or circumstance giving rise to such Claim arises, occurs or is otherwise attributable to, or to the extent that the Sellers’ liability pursuant to such Claim is increased as a result of:

7.1.1

any voluntary act, omission, transaction or arrangement of the Buyer or the Company on or after Completion except where such act, transaction, omission or arrangement was:

(a)

required by law or carried out or effected pursuant to a legally binding obligation entered into on or before the date of this agreement; or

(b)

carried out or effected pursuant to an agreement or arrangement to which the Company was party at or before the date of this agreement; or

(c)

in the ordinary course of business of the Company as carried on at Completion;

and Provided Further That this paragraph 7.1.1 shall not apply if the act, omission, transaction or arrangement which is outside the ordinary course of business of the Company is carried out or effected by the direction or at the request of or with the agreement of any Seller;

7.1.2

any change after Completion in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company (other than a change made in order to comply with law or UK GAAP).

8.	RECOVERY FROM THIRD PARTIES

8.1

If the Buyer recovers any compensation from a third party in respect of the matter which has given rise to a Claim, the amount of that Claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred by the Buyer and/or any other member(s) of the Buyer’s Group in recovering that sum from such third party) or be extinguished if the amount recovered exceeds the amount of the Claim.

8.2

If the Buyer or the Company is entitled to recover from a third party including for the avoidance of doubt from an insurer (but not another member of the Buyer’s Group) any sum in respect of the matter giving rise to such Claim, the Buyer shall take reasonable steps to enforce or procure that the Company takes reasonable steps to enforce such recovery provided always that (a) nothing in this paragraph 8 shall require the Buyer (or the Company) to take any action that is materially prejudicial to its reasonable commercial interests (it being acknowledged that taking reasonable steps to enforce recovery from an insurer shall not be considered to be materially prejudicial to the Buyer’s or the Company’s reasonable commercial interests) and (b) the Buyer and each member of the Buyer’s Group is fully indemnified by the Sellers against all associated losses, liabilities, costs and expenses.

9.	RETROSPECTIVE LEGISLATION

9.1

Save as provided in paragraph 9.2 of this schedule 5, no liability shall arise in respect of a Claim to the extent that such liability arises or is increased as a result of any legislation not in force at the date of this agreement which comes into force after the date of this agreement and takes effect retrospectively.

9.2	The provisions of paragraph 9.1 of this schedule 5 shall not apply to any liability which the Company may incur as a result of any legislation affecting the carrying on of its business in the ordinary course under:

9.2.1

any primary legislation which has received Royal Assent before the date of this agreement, but which comes into force on a date later than Completion, to be promulgated by subordinate legislation; or

9.2.2

any subordinate legislation of which a draft has been laid before the House of Commons before the date of this agreement.

10.	CONDUCT OF THIRD PARTY CLAIMS

10.1

The Buyer shall inform the Sellers of any claim by any third party ( Third Party Claim ) which comes to the notice of the Buyer after the date of this agreement whereby it appears that the Sellers are likely to become liable under any Claim as soon as reasonably possible after such Third Party Claim comes to the notice of the Buyer (but such notice shall not be a condition precedent to the liability of the Sellers). For this purpose, the Sellers undertake to notify the Buyer of any Third Party Claim which gives rise or is in the reasonable opinion of the Sellers likely to give rise to a Claim as soon as reasonably practicable upon becoming aware of such matter, fact or circumstance.

10.2	Subject to the Buyer and each member of the Buyer’s Group being indemnified and secured to its satisfaction in accordance with paragraph 10.3 of this schedule 5 the Buyer shall, and shall procure that the Company shall:

10.2.1

take such action as the Sellers may reasonably request in writing to dispute, resist, mitigate, compromise or defend that Third Party Claim; and

10.2.2

keep the Sellers informed of the progress of that Third Party Claim including by providing relevant information (and the Sellers will keep the same confidential save in respect of reasonable disclosure to professional advisers); and

10.2.3

not make any admission of liability nor any settlement or compromise in respect of such Third Party Claim without the written consent of the Sellers (and/or any of them) (such consent not to be unreasonably withheld or delayed);

Provided always that the Sellers shall not be entitled to require the Buyer or the Company to delegate the conduct of such action to the Sellers or any agent or professional advisor of the Sellers.

10.3

The Sellers shall indemnify and secure the Buyer and each member of the Buyer’s Group to their reasonable satisfaction in respect of all costs, charges, liabilities and expenses incurred by the Buyer and each member of the Buyer’s Group as a consequence of any actions taken at the request of the Sellers pursuant to paragraph 10.2.1 of this schedule 5.

11.	CONTINGENT LIABILITIES

If any Claim arises by reason of a liability of the Company which, at the time such Claim is notified to the Sellers, is contingent only, the Sellers shall not be under any obligation to make any payment in respect of such Claim unless and until such liability ceases to be contingent.

12.

FRAUD

Nothing in this schedule 5 shall apply to exclude or limit the liability of the Sellers to the extent that a Claim arises by reason of any dishonesty, wilful concealment, fraud or fraudulent misrepresentation in any such case on the part of the Sellers.

13.	MITIGATION

Nothing in this schedule shall in any way diminish the Buyer’s common law obligation to mitigate its loss arising from the matter given rise to a Claim Provided That the Buyer shall not be required to do any act which it is agreed under this schedule it is not obliged to do.

14.	DOUBLE RECOVERY

14.1	If any circumstances give rise to a Claim under the Warranties and to a claim under the Tax Covenant the Sellers shall not be liable under the one to the extent that the relevant loss has been satisfied by it pursuant to the other.

14.2	Payment or satisfaction by the Sellers of any Claim under one particular paragraph of schedule 4 shall to the extent of such payment or satisfaction satisfy and preclude any other Claim which is capable of being made in respect of the same loss under another particular paragraph of schedule 4.

15.	SAVINGS

15.1

In calculating the liability of the Sellers in respect of any Claim, credit will be given to the Sellers to the extent of the amount of any saving of Tax (a saving ) for the Company in respect of which the liability of any one of the Sellers gives rise to and for these purposes a saving is obtained if by virtue of the subject matter of a Determined Claim the Company is relieved of a liability to make a payment of Tax which it would otherwise have been liable to make.

SCHEDULE 6

Taxation

Part 1 – Definitions and Interpretation

1.	DEFINITIONS

In this schedule the following words and expressions shall have the following meanings:

Accounts Relief

any Relief which is:

(a)

treated as an asset of the Company in the Completion Accounts; or

(b)

taken into account in computing (and so reducing or eliminating) any provision for deferred tax which appears in the Completion Accounts or which but for such Relief would have appeared in the Completion Accounts;

and for this purpose Accounts Relief shall include any Relief, which the Company has assumed is available to it and has been utilised in the Completion Accounts whether or not at the time of such utilisation the Company was actually entitled to any such Relief;

Assessment for Tax

any assessment, notice, demand, letter or other document issued or action taken by or on behalf of any person, authority or body or the submission of any form, return or computation relating to Tax from which it appears that the Sellers are or may be subject to a Tax Claim;

Auditors

the auditors for the time being of the Company;

CTIP

the Corporation Tax (Instalment Payment) Regulations 1998 (SI 1998/3175);

Event

any act, transaction, omission or change in circumstance (whether or not the Company is a party to such act, transaction or omission) and includes (without limitation) the sale and purchase of the Shares pursuant to this agreement, any change in the residence of any person for the purposes of Tax, the death or dissolution of any person, the expiry of any time period, membership of or ceasing to be a member of any group or partnership, the accrual or receipt of any income, profit or gains, the declaration or payment of any dividend or other distribution, failure to distribute, any transfer, payment, loan or advance, the incurring of any loss or expenditure or any other event which is treated or is otherwise regarded as having occurred for the purposes of Tax;

Finance Act;

Group Relief

any relief surrendered or claimed or capable of being surrendered or claimed pursuant to any Tax Legislation between members of the same group of companies;

IHTA 1984

Inheritance Tax Act 1984;

income, profits or gains

shall include income, profits or gains (including capital gains) of any description or from any source and income, profits or gains which are deemed to be earned accrued or received for any Tax purpose;

ITEPA 2003

Income Tax (Earnings and Pensions) Act 2003;

Loss

in relation to a Relief, the reduction, modification, loss, clawback, counter-action, disallowance, cancellation, non-availability or non existence (in whole or in part) of that Relief or right to repayment of Tax or a failure to obtain Accounts Relief or to receive the benefit of a right to repayment of Tax to which the Company was or assumed it was entitled and Lost shall be construed accordingly;

New Relief

any Relief which arises after Completion;

Overprovision

any provision for Tax (other than a provision for deferred Tax) in the Completion Accounts which proves to be an overprovision and any repayment of Tax arising in respect of a period prior to Completion which has not been treated as an asset in the Completion Accounts provided that no overprovision shall be treated as arising as a result of:

(a)

any Event after Completion;

(b)

any Relief arising after Completion;

(c)

any change of law or in the rates of Tax after Completion.

PAYE

the mechanism prescribed by Tax Legislation for the charge, collection, assessment, recovery and making of deductions from or in respect of the following:

(a)

sums to which part 11 of ITEPA 2003 and regulations under section 684 of ITEPA 2003 apply, and

(b)

Class 1, Class 1A and Class 1B contributions referred to in section 1(2) of the Social Security Contributions and Benefits Act 1992;

Relief

any loss, relief, allowance, exemption, set-off, deduction, credit, or relief from or against or available in respect of Tax or in the computation of income profits or gains for the purposes of Tax or any right to a repayment of Tax including any repayment supplement;

SDLT

stamp duty land tax;

SDRT

stamp duty reserve tax;

Tax

all forms of tax, duty, impost, levy, withholding, deduction, charge, rate and governmental charge (whether national or local) in the nature of tax whenever created enacted or imposed and whether of the United Kingdom or elsewhere together with all related penalties, fines, charges, surcharges, costs and interest including (without limitation) fines, charges, surcharges, costs and interest relating to a failure to provide any return or information or register for the purpose of any such Tax;

Tax Authority

HM Revenue and Customs or any other governmental, statutory, state, regional, provincial or local government authority body (whether within or outside the United Kingdom) involved in the assessment, collection or administration of Tax (and any predecessor to such authority or body);

Tax Claim

any claim under the Tax Covenant or for breach of any of the Tax Warranties;

Tax Legislation

any primary or secondary statute, instrument, enactment, order, law, by-law or regulation making any provision for or in relation to Tax;

Tax Liability

any liability to make an actual payment of or an amount in respect of Tax, whether or not such liability is also or alternatively a liability of or chargeable against or attributable to, any other person and whether or not the Company shall or may have a right of recovery or reimbursement against any other person;

TIOPA 2010

Taxation (International and Other Provisions) Act 2010;

VAT

value added tax within the meaning of the VATA 1994;

VAT Regulations

the Value Added Tax Regulations 1995 (SI 1995/2518).

2.	INTERPRETATION

2.1

Reference to the result of any Event or Events on or before Completion includes the combined result or results of two or more Events, the first or some or part of which took place on or before Completion provided that the Event or Events occurring before Completion were outside the ordinary course of business of the Company and the Event or Events occurring after Completion were inside the ordinary course of business of the Company.

2.2	Reference to any UK Tax or Tax Legislation in part 2 of this schedule includes reference to all equivalent or similar Tax or Tax Legislation in any other jurisdiction which may apply in the circumstances.

2.3	Any reference to the Buyer includes any reference to any member of the Buyer’s Group as may exist from time to time.

2.4

It shall be assumed for the purposes of this schedule (and in particular for calculating any Liability for Tax or any Relief) that the date of Completion is the end of an accounting period for the purposes of section 10 CTA 2009 and all such adjustments and apportionments as may be required consequent upon such assumption shall be made in assessing liability or making any calculation required under this schedule.

2.5

For the purposes of this agreement, where any document which is required to prove title to any asset held by the Company at Completion is not (or is not properly) stamped, the stamp duty (together with any accrued interest and/or penalties) required to be paid in order that such document be fully and properly stamped shall, notwithstanding that the Company may be under no legal obligation to stamp that document, be treated as a liability of the Company arising on the date when the document was executed and “Tax Liability” shall be construed accordingly.

2.6	Abbreviated references to Acts in this Agreement have the meaning given to them by section 1174 of the Corporation Tax Act 2010 ( CTA 2010 ) or section 1312 CTA 2009.

2.7	Without limiting the generality of the expression, reference in this schedule to anything “in the ordinary course of business” does not include:

2.7.1

an Event which results in the Company becoming liable for Tax for which it is not primarily liable;

2.7.2

the acquisition, receipt, disposal or supply or deemed acquisition, receipt, disposal or supply of any asset, goods, service or facility (including a loan of money or the letting, hiring or licensing of tangible property) in a transaction which is not or is treated as not entered into at arm’s length;

2.7.3

the making or receiving of a distribution or deemed distribution for Tax purposes;

2.7.4

any payment of interest which is treated or re-characterised for Tax purposes as a distribution;

2.7.5

the creation, issue, allotment, transfer, purchase, cancellation or reorganisation of, or variation of any rights attaching to, any share or loan capital;

2.7.6

any company becoming or ceasing to be a member of a group of companies for any Tax purpose;

2.7.7

the failure by the Company to deduct, charge, recover or account for Tax or any amount in respect of Tax;

2.7.8

the occurrence of a reportable event as defined in section 421K ITEPA 2003;

2.7.9

the acquisition or disposal (including any deemed disposal) of a capital asset;

2.7.10

an Event giving rise to a liability or potential liability under section 29 or section 36 Taxes Management Act 1970, schedule 9A VATA 1994 (anti-avoidance provisions; groups) or part V of schedule 18 FA 1998 (Revenue determinations and assessments) or part 4 TIOPA 2010 (transfer pricing);

2.7.11

a transaction or arrangement which includes, or a series of transactions or arrangements which includes, any step or steps having no commercial or business purpose apart from the deferral, reduction or avoidance of a liability to Tax;

2.7.12

any Event which gives rise to any interest, fine, penalty, charge or surcharge in connection with Tax; and

2.7.13

any specific items relevant to the transaction to which a specific indemnity is obtained under the Tax Covenant.

Part 2 – Tax Covenant

1.	SELLERS’ COVENANT

1.1	Subject as provided in this schedule, the Sellers hereby jointly and severally covenant with the Buyer to pay to the Buyer an amount equal to:

1.1.1

any Tax Liability of the Company which has arisen or arises as a consequence of or in connection with any Event which occurred on or before Completion;

1.1.2

any Tax Liability of the Company which would have arisen (and in respect of which the Sellers would have been liable under this schedule) but for the setting-off of an Accounts Relief or a New Relief against that Tax Liability or (as the case may be) against the income, profits or gains which would have given rise to that Tax Liability;

1.1.3

any Accounts Relief Lost as a consequence of or in connection with any Event which occurred on or before Completion or (where the Accounts Relief Lost was a deduction from or set-off against income, profits or gains) the Tax which would (on the basis of the rates of Tax current at the date of the Loss and assuming that the Company would have been able to utilise fully that Accounts Relief) have been saved but for the Loss;

1.1.4

any liability of the Company to make a payment (or to surrender a Relief) under any indemnity, covenant, agreement, guarantee or charge entered into by the Company on or before Completion and pursuant to which the Company has agreed to pay an amount in respect of (or surrender a Relief to reduce or extinguish) any Tax Liability of any other person in which case the Tax Liability shall be the amount of such payment (or the value of the Relief as the case may be);

1.1.5

any Tax Liability of the Company which has arisen or arises as a consequence of or in connection with any Event which occurred on or before Completion and as a result of any person which was connected or associated with the Company at any time prior to Completion (other than the Company) failing to discharge or pay any liability for Tax;

1.1.6

any Tax Liability of the Company or the Buyer in respect of Inheritance Tax which:

(a)

is at, or becomes after, Completion as a result of a transfer of value (or deemed transfer of value) on or before Completion, a charge on any of the shares or assets of the Company or gives rise to a power to sell, mortgage or charge any of the shares or assets of the Company; or

(b)

arises as a result of a transfer of value occurring or being deemed to occur on or before Completion (whether or not in conjunction with the death of any person whenever occurring) which increased or decreased the value of the estate of the Company;

1.1.7

any liability which arises at any time to the Company or the Buyer to account for income tax or national insurance contributions in respect of any option or other right to acquire securities granted prior to Completion by the relevant group member or any other person or in respect of the exercise of such option or right or in respect of any employment-related securities (as defined for the purposes of part 7 ITEPA 2003) acquired whether or not as a result of the exercise of such a right or option or the sale of such employment related securities;

1.1.8

any Tax Liability of the Company that arises at any time under part 7A of ITEPA 2003 including any liability arising as a consequence of any payments or loans made to, any assets made available or transferred to, or any assets earmarked, as defined in that part of the legislation for the benefit of, any employee or former employee of the Company or for the benefit of any relevant person, by an employee benefit trust or another third party;

1.1.9

any Tax Liability of the Company arising in respect of or by reference to any Event or any period on or before Completion which has arisen or arises as a consequence of or in connection with any part of the business of the Company having or being deemed to have a permanent establishment in the People’s Republic of China;

1.1.10

any Tax Liability of the Company or a Subsidiary arising in respect of or by reference to any Event or any period on or before Completion from the determination by any Tax Authority that any person is deemed to be employed by the Company or a Subsidiary;

1.1.11

any Tax Liability of the Company which has arisen or arises as a consequence of the loans made by wives of the Sellers to the Company on or before Completion;

1.1.12

any Tax Liability arising or having arisen from the variation or renewal of the leases of the Properties, including but not limited to a charge under Part 4, Chapter 3 Finance Act 2004;

1.1.13

any Tax Liability of the Company relating to business rates on the Properties;

1.1.14

any reasonable third party costs and expenses properly incurred by the Buyer and/or the Company in connection with:

(a)

any liability or amount for which the Sellers are liable under any of paragraphs 1.1.1 to 1.1.13 inclusive, including the proper and reasonable costs and expenses of investigating, assessing or successfully contesting any Assessment for Tax in respect of such liability or amount; or

(b)

successfully taking any action in relation to a claim under any of the paragraphs 1.1.1 to 1.1.13.

1.2

In determining for the purposes of this schedule whether a charge on or a power to sell, mortgage or charge any of the shares or assets of the Company exists at any time, the fact that any Tax is not yet payable or may be paid by instalments shall be disregarded and such Tax shall be treated as becoming due and the charge or power to sell, mortgage or charge as arising on the date of the transfer of value or other Event on or in respect of which it becomes payable or arises.

1.3	The provisions of section 213 (Refund by instalments) IHTA 1984 shall not apply to any payment falling to be made under this schedule.

2.	LIMITATIONS ON THE SELLERS’ LIABILITY

2.1	The covenants contained in paragraph 1 shall not extend to any Tax Liability or other amount payable by the Sellers under this schedule nor to any claim under the Tax Warranties to the extent that:

2.1.1

such Tax Liability or other amount was paid or discharged on or before Completion and such payment or discharge was reflected in the Completion Accounts;

2.1.2

specific provision or reserve (other than by way of a provision for deferred tax) in respect of that Tax Liability or other amount was made in the Completion Accounts;

2.1.3

such Tax Liability would not have arisen but for a voluntary act, transaction or omission of the Company carried out after Completion which the Company knew would give rise to such liability but excluding any act:

(a)

carried out or omitted pursuant to a legally binding obligation entered into by the Company on or before Completion or imposed on the Company by any regulation or requirement having the force of law or for the purpose of avoiding or mitigating a penalty which may be imposed by such legislation or requirement;

(b)

which consists of communicating information to any Tax Authority which is required by law;

(c)

occurring in the ordinary course of business of the Company;

(d)

carried out or occurring with the written approval of the Sellers or pursuant to this agreement or any document executed pursuant to this agreement;

(e)

which consists of the presentation by the Company of any document for stamping where such document is required to prove title to any asset held by the Company at Completion;

2.1.4

such Tax Liability arises or is increased as a direct result of:

(a)

any change in Tax Legislation or the published practice of any Tax Authority; or

(b)

any increase in the rate of Tax;

(in each case first announced and enacted after Completion);

2.1.5

to the extent that such Tax Liability arises or is increased as a result of any change after Completion in the bases, methods or policies of accounting of the Company save where such change is made to comply with generally accepted accounting practice, the published practice of any Taxation Authority or the law or rule of any regulatory authority or body in force at Completion;

2.1.6

to the extent that such liability arises or is increased as a result of the Company ceasing to be entitled to the small companies’ rate of corporation tax as a result of the purchase of the Shares by the Buyer;

2.1.7

to the extent that such liability arises or is increased as a result of a failure or omission on the part of the Company after Completion to make any claim, election, surrender or disclaimer or to give any notice or consent to do any other thing under or in connection with a provision of any enactment or regulation relating to Tax, the making or giving of which was taken into account in computing the provision for Tax in the Completion Accounts;

2.1.8

to the extent that such liability arises or is increased as a result of a voluntary cessation or voluntary major change after Completion in the conduct or trade carried on by the Company;

2.1.9

to the extent that it is in respect of stamp duty or stamp duty reserve tax payable on the transfer or agreement to transfer the Shares pursuant to this agreement;

2.1.10

to the extent that it arises or is increased by reason of any claim, disclaimer or election made or notice or consent given by the Buyer after Completion including (without prejudice to the generality of the foregoing) any disclaimer of capital allowance, in circumstances where such claim or disclaimer, election notice or consent was not taken into account in the preparation of the Completion Accounts save that this paragraph 2.1.10 shall not apply to the extent that such claim, disclaimer, election, surrender, notice or consent (including a disclaimer of capital allowances) is required by law or is made to comply with a legally binding obligation created on or before Completion;

2.1.11

to the extent that the Tax Liability arises as a result of the Company failing to submit the returns and computations required to be made by it or not submitting such returns and computations within the appropriate time limits or otherwise on the proper basis, in each case after Completion;

2.1.12

to the extent that the Buyer or the Company is compensated for any such matter under any provision of this agreement or otherwise;

2.1.13

to the extent that the Tax Liability has been made good at no expense to the Buyer or the Company;

2.1.14

to the extent that any Tax Liability would not have arisen but for an Event before Completion carried out at the written request of the Buyer or its representatives;

2.1.15

to the extent that any Tax Liability would not have arisen but for the Company voluntarily changing its accounting reference date;

2.1.16

to the extent that any Relief (other than an Accounts Relief or a New Relief) is available to set off against the liability in question (including by way of surrender from one company to another company) or would have been so available but for having been used against any other liability of the Company to account for Tax where the Sellers were not liable for such Tax under the provisions of paragraph 1 or the Tax Warranties;

2.1.17

to extent that the Tax Liability arises in the ordinary course of business of the Company after 31 December 2013 and on or before Completion;

2.1.18

any Stamp Duty Land Tax relating to the amendment or replacement of the leases of the Properties by the Company; and

2.1.19

to the extent that the liability is a liability to business rates on the Properties where such liability relates to a period falling after Completion.

3.	DURATION AND EXTENT

The Sellers shall not be liable in respect of a Tax Liability unless the Buyer has served written notice demanding payment on the Sellers within seven years from Completion provided that this time limit shall not apply where the Tax Authority can assess the Company in respect of such liability after such date as a result of conduct described in paragraph 43 of schedule 18 to the FA 1998 at any time prior to Completion.

4.	CHOICE OF CLAIM

The Buyer shall in its absolute discretion decide whether to make a claim under the Tax Covenant, the Tax Warranties or both.

5.	BUYER’S KNOWLEDGE

Subject to paragraphs 1 to 3, the Buyer shall be entitled to make a claim under this Tax Covenant notwithstanding that the Buyer had knowledge (whether actual constructive or implied) on or before Completion of that Tax Liability (or the matter giving rise to the Tax Liability).

6.	CREDIT FOR TAX SAVINGS AND OVERPROVISIONS

6.1

If, at the Sellers’ request and expense, the Auditors determine that the Company has obtained a “Tax Saving” (which for the purposes of this paragraph 6 shall mean where the Sellers have made a payment under this Tax Covenant in respect of a Tax Liability which results in the reduction of any other Tax Liability for which the Sellers would not have otherwise been liable under this Tax Covenant) the Buyer shall on demand repay to the Sellers the lesser of:

6.1.1

the amount of the Tax Saving (as determined by the Auditors); and

6.1.2

the amount paid by the Sellers in respect of the Tax Liability which gave rise to the Tax Saving, less any reasonable costs and expenses incurred by the Buyer or the Company in respect of that Tax Liability.

6.2

The Company will be entitled to use, in priority to any Relief which gives rise to a Tax Saving, any other Relief available to it (including by way of surrender by another company to it) to reduce or eliminate any liability to make an actual payment of corporation tax provided that subject to this the Buyer shall and shall procure that the Company shall obtain the benefit of any Tax Saving as soon as reasonably practicable.

6.3	The Company will not obtain a Tax Saving until the last date upon which it would have been obliged to make an actual payment of corporation tax which has been reduced or eliminated in order to avoid interest thereon.

6.4	If, at the Sellers’ request and expense, the Auditors determine that there is an Overprovision then the Overprovision shall be dealt with as follows:

6.4.1

to the extent that the Sellers are then liable to make a payment under this schedule or in respect of the Tax Warranties, an amount equal to the Overprovision shall be set off against the liability of the Sellers in respect thereof;

6.4.2

to the extent that there is an excess, the excess shall be set off against any payments previously made by the Sellers under this schedule or in respect of the Tax Warranties and not previously refunded under this or any other provision of this schedule and the amount so set off shall be refunded to the Sellers;

6.4.3

to the extent that there is an excess, carried forward and set off against any future liability of the Sellers under this schedule or the Tax Warranties.

6.5

If any disputes should arise under this paragraph 6 as to whether there is or has been any Tax Saving or Overprovision such dispute shall be referred for determination to a firm of chartered accountants agreed between the Sellers and the Buyer and, failing such agreement, a firm of independent accountants shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales when making such determination shall act as an expert ( Expert ) and not as an arbitrator, whose decision shall be final and binding on the parties thereto. The Expert may make such enquiries as he shall think fit in order to make such determination and also determine how the costs of obtaining his opinion should be paid and borne by the parties.

7.	DEDUCTIONS, WITHHOLDINGS AND TAX

With reference to any payments made by the Sellers under this schedule:

7.1	save only as may be required by law all sums payable by the Sellers shall be paid free of all deductions or withholdings whatsoever or of any rights of counterclaim or set-off; and

7.2

if any amount payable by the Sellers (and/or any one or more of them) to the Buyer under this agreement is subject to Tax in the hands of the Buyer or is subject to any deduction or withholding required by law to be made, the relevant Sellers shall pay to the Buyer such additional amount as is required to put the Buyer in the position it would have been in had such sum not been subject to Tax or to the deduction or withholding, provided that:

7.2.1

the provisions of this paragraph 7.2 shall not apply to the extent that the Tax or deduction or withholding has already been taken into account in calculating the amount of the payment due from the Sellers to the Buyer under this agreement;

7.2.2

the provisions of this paragraph 7.2 shall not apply to the extent that the payment made pursuant to this agreement is made to an entity other than Lifetime Brands, Inc. if and to the extent such payment would not have been taxable or subject to any deduction or withholding if it had been made to Lifetime Brands, Inc.;

7.2.3

the calculation of any damages for breach of warranty shall not take into account any liability of the recipient of such damages to pay Tax on such amount where the recipient of the damages is not Lifetime Brands, Inc. and to the extent the amount would not have been subject to Tax if paid to Lifetime Brands, Inc.

8.	AMOUNT OF TAX LIABILITY

The amount of any Tax Liability or other amount shall be as follows:

8.1	to the extent that a Tax Liability or other amount involves a liability of the Company to make an actual payment or increased payment of Tax or in respect of Tax, the amount of such payment or increased payment;

8.2

to the extent that a Tax Liability or other amount involves a liability of the Company to make a payment or increased payment of Tax or in respect of Tax which would have arisen but for being satisfied, avoided or reduced by any Accounts Relief or New Relief, the amount of Tax or other amounts which the Accounts Relief or New Relief in fact saves;

8.3	to the extent that a liability involves the Loss of any Accounts Relief (other than a right to a repayment of Tax) the amount of any actual liability of the Company to account for Tax which the Company would not have had to account for but for the Loss of the Accounts Relief; and

8.4	to the extent that liability involves the Loss of a Relief consisting of a right to a repayment of Tax, the amount of the repayment so Lost.

9.	DUE DATE FOR PAYMENT

Where the Sellers become liable to make a payment pursuant to the provisions of this schedule, the due date for the making of that payment in cleared funds shall be the date falling ten Business Days after the date on which the Company or (as the case may be) the Buyer has notified the Sellers of the amount of the payment required to be made or, if later:

9.1

in the case of a liability within paragraphs 1.1.1, 1.1.3, 1.1.6, 1.1.7, 1.1.8, 1.1.8, 1.1.9, 1.1.10 or 1.10.13 the second Business Day before the last date on which the payment of Tax in question may be paid to the relevant Tax Authority in order to avoid incurring a liability for interest or a charge, fine or penalty in respect of that Tax Liability; or

9.2	in the case of the Loss or set-off of a Relief (being a right to repayment of Tax) within paragraphs 1.1.2 or 1.1.3 the date on which such repayment would have been received but for the Loss or set-off; or

9.3

in the case of the Loss or set-off of a Relief (other than a right to repayment of Tax) within paragraphs 1.1.2 or 1.1.3 the last date on which the Tax Liability which (but for the Loss or set-off) would have been payable could have been paid to the relevant Tax Authority in order to avoid incurring a liability for interest or a charge, fine or penalty in respect of that Tax Liability; or

9.4	in the case of a liability within paragraph 1.1.4 the day on which the payment giving rise to the liability falls due;

9.5	in the case of a liability within paragraph 1.1.12 ten Business Days after the demand has been made.

10.	INTEREST ON LATE PAYMENTS

If any monies due under this schedule are not paid in full on the due date for payment, they will bear interest at a rate 2% per annum above the base lending rate of Barclays Bank PLC from time to time in force, such interest to be paid monthly in arrears on the last business day of each month. Interest will accrue and be payable both before and after judgment and, if not paid when due, will be compounded and itself bear interest in accordance with this paragraph 10.

11.	PRICE REDUCTION

Any payment by the Sellers under this schedule shall (so far as possible) be treated as a reduction in the consideration paid for the Shares provided that nothing in this paragraph 11 shall limit or exclude the liability of the Sellers under this agreement.

12.	ASSESSMENTS FOR TAX

12.1

If the Buyer or the Company receives an Assessment for Tax which is likely to give rise to a liability of the Sellers under this Tax Covenant or the Tax Warranties, the Buyer shall (or shall procure that the Company shall) as soon as reasonably practicable give notice of such Assessment for Tax to the Sellers (but for the avoidance of doubt, such notice shall not be a condition precedent to the liability of the Sellers under this Tax Covenant).

12.2

If the Sellers indemnify the Company and the Buyer to the reasonable satisfaction of the Buyer against all losses, costs, damages and expenses (including interest on overdue Tax and additional Tax) which may be incurred as a result, the Buyer shall (and shall procure that the Company shall), at the Sellers’ cost and expense in accordance with any reasonable instructions of the Sellers promptly given by notice to the Buyer seek to avoid, dispute, resist, appeal, compromise or defend such Assessment for Tax provided always that:

12.2.1

the Buyer and the Company shall be free to take such action as they may in their absolute discretion think fit and without prejudice to their rights and remedies under this schedule if, having given the Sellers notice pursuant to paragraph 12.1 the Buyer has not, within 20 Business Days of service of such notice received instructions from the Sellers, in accordance with the provisions of this paragraph 12.2 to resist the Assessment for Tax;

12.2.2

the Buyer and the Company shall not be obliged to comply with any instruction of the Sellers which involves contesting any Assessment for Tax before any court or other appellate body (excluding the Tax Authority in question) unless the Sellers provide the Buyer with the written opinion of tax counsel of at least five years’ call to the effect that such contest will, on the balance of probabilities, be successful;

12.2.3

the Buyer and the Company shall not in any event be obliged to comply with any instruction of the Sellers to make a settlement or compromise of an Assessment for Tax which is the subject of a dispute or agree any matter in the conduct of such dispute which shall materially increase the future liability of the Company or the Buyer in respect of Tax; or

12.2.4

the Buyer and the Company shall be entitled to admit, compromise, settle, discharge or otherwise deal with an Assessment for Tax on such terms as it, in its absolute discretion, thinks fit:

(a)

if the deadline prescribed by Tax Legislation for making an appeal against the Assessment for Tax or any decision of a court or tribunal in respect of such Assessment for Tax has expired and the Sellers have been notified of the deadline at least 10 working days before the deadline; or

(b)

if any proceedings are commenced to put any of the Sellers into bankruptcy or appoint an interim receiver pursuant to section 286 Insolvency Act 1986 or to enter into arrangements with their creditors pursuant to part VIII Insolvency Act 1986.

12.3	Neither the Company nor the Buyer shall be required to delegate the conduct of any action to be taken to the Sellers or any professional adviser or agent of the Sellers.

12.4

The Buyer shall keep the Sellers fully informed of the progress of any dispute or appeal of any Assessment for Tax conducted by the Buyer at the request of the Sellers and shall provide the Sellers with copies of all correspondence and other documents relating to such dispute or appeal received from any Tax Authority and shall provide copies of all documents proposed to be sent to any Tax Authority prior to such submission and shall take account of any reasonable comments made by the Sellers on such documents.

12.5	The provisions of this paragraph 12 shall apply mutatis mutandis to any Assessment for Tax or breach of warranty which is likely to give rise to a claim under the Tax Warranties.

12.6

The Buyer shall be responsible for preparing and submitting the corporation tax computations for the Company for the accounting period ending on 31 December 2013 but shall submit a copy of the draft computation to the Sellers at least 20 Business Days prior to the due date for submission to the relevant Tax Authority and shall take account of any reasonable comments made by the Sellers in relation to such tax computation.

13.	RECOVERY FROM THIRD PARTIES

13.1

If the Buyer or the Company recovers from any other person (including a Tax Authority, but excluding the Buyer and any member of the same group of companies as the Buyer) any amount which is referable to a Tax Liability in respect of which the Sellers have made a payment under this schedule or under the Tax Warranties, the Buyer will repay to the Sellers the lesser of:

13.1.1

the sum recovered (less any reasonable costs and expenses properly incurred by the Company and/or the Buyer in recovering that sum and any tax payable on the receipt of the same); and

13.1.2

the amount paid by the Sellers pursuant to the provisions of this schedule or under the Tax Warranties less any amount paid in respect of costs and expenses under paragraph 1.1.12 of this part in respect of the Tax Liability and any amount previously repaid to the Sellers under any provision of this agreement or otherwise.

13.2

If the Buyer or the Company becomes aware that it is entitled to recover any amount mentioned in paragraph 13.1, the Buyer will as soon as reasonably practicable give notice of that fact to the Sellers and provided that the Sellers indemnify the Buyer or the Company to the reasonable satisfaction of the Buyer against all losses, costs, damages and expenses (including additional Tax) which may be incurred thereby, the Buyer shall procure that the Company, at the Sellers’ cost and expense shall take such action as the Sellers may reasonably request to effect such recovery.

13.3	The action which the Sellers may request the Company to take under paragraph 13.2 does not include:

13.3.1

any action which the Buyer reasonably considers to be materially prejudicial to the business affairs of the Buyer and/or the Company; or

13.3.2

allowing the Sellers to undertake conduct of any action necessary to effect the recovery of the amount in question.

14.	RELEASE

14.1

Any liability of the Sellers under this schedule or for breach of any of the Tax Warranties may in whole or in part be released, compounded or compromised by the Buyer in its absolute discretion or time or indulgence may be given by the Buyer in its absolute discretion as regards the Sellers who are under liability without in any way prejudicing or affecting its rights against the Sellers under the same or a like liability whether joint and several or otherwise.

14.2

No delay or omission of the Buyer in exercising any right, power or privilege under this schedule or in relation to the Tax Warranties shall impair such right, power or privilege or be construed as a waiver of such right, power or privilege and any single or partial exercise of any such right, power or privilege shall not preclude the further exercise of any right, power or privilege.

15.	LIMITATION ACT 1980

The Sellers shall not plead any of the provisions of the Limitation Act 1980 or the Limitation Ordinance (Cap.374 of the Laws of Hong Kong) in defence against a Tax Claim.

Part 3 –Tax Warranties in respect of UK resident companies

1.	TAX RETURNS

1.1

The Company has duly and properly made all claims disclaimers elections and surrenders and given all notices and consents and done all other things in respect of Tax the making giving or doing of which was assumed to have been made for the purposes of the Accounts. All such claims, disclaimers, elections, surrenders, notices, consents and other things have been accepted as valid by the relevant Tax Authority and none have been revoked or otherwise withdrawn or are likely to be revoked or otherwise withdrawn.

1.2

Within the last 6 years the Company has duly and punctually made or submitted all returns, computations, notices, registrations and accounts which ought to have been made for the purposes of Tax (including all returns, documents or information in respect of PAYE and National Insurance) and all such returns (and all other information supplied to any Tax Authority for such purpose):

1.2.1

were at the time when they were submitted complete, correct and up-to-date and remain complete and correct in all material respects;

1.2.2

have not been disputed or resulted in a request for further information by the Tax Authority concerned (other than routine enquiries concerning the corporation tax computations of the Company, all of which have now been satisfactorily answered); and

1.2.3

so far as the Sellers are aware there are no facts or circumstances likely to give rise to any dispute, discrepancy or claim relating to Tax in respect of any financial period prior to the date of this agreement.

1.3

Within the last 6 years the Tax affairs of the Company have not been the subject of investigation or enquiry by any Tax Authority and no Tax Authority has indicated that it intends to investigate the Tax Affairs of the Company. There are no facts or circumstances likely to give rise to any such investigation.

1.4

Within the last 6 years the Company has duly and punctually paid all Tax which it has become liable to pay and is not, nor in the three years ending on the date of this Agreement has been under any liability to pay any fine, charge, surcharge, penalty or interest in connection with any Assessment for Tax and there is no Tax the payment of which has been postponed or otherwise affected by agreement, concession, dispensation or arrangement (whether formal or informal) with the relevant Tax Authority or by virtue of any right under the Tax Statutes or the practice of any Tax Authority.

1.5

All statements and disclosures made to any Tax Authority in connection with any application for clearance or consent made on behalf of or affecting the Company were made to the appropriate office, section department or body and fully and accurately disclosed all facts and circumstances material to the decisions of the relevant Tax Authority and the relevant transaction has been carried out (if at all) in accordance with such consent or clearance.

1.6	The Company has not been concerned in any transaction to which any of the following provisions have been or will be applied:

1.6.1

Sections 733 to 742 CTA 2010 (counteraction of corporation tax advantage);

1.6.2

Section 139 (Reconstruction involving transfer of business) TCGA 1992;

1.6.3

Section 192 (tax exempt distributions) TCGA 1992 and sections 1073 to 1099 CTA 2010 (demergers);

1.6.4

Sections 1033 to 1048 CTA 2010 (purchase of own shares);

1.6.5

Part 18 CTA 2010 (transactions in land); and

1.6.6

Part 19 CTA 2010 (sale and lease-back etc.).

1.7	The Company has (to the extent required by law) preserved and retained in its possession complete and accurate records relating to its Tax affairs (including PAYE and National Insurance records, VAT records and records relating to transfer pricing) and has sufficient

records relating to past events to calculate the profit, gain, loss, balancing charges or allowances (all for Tax purposes) which would arise on any disposal or on the realisation of any capital assets owned at the Accounts Date or acquired since that date.

2.	ACCOUNTS

2.1	The provision or reserve for Tax in the Accounts is sufficient to cover all liabilities of the Company for Tax as at the Accounts Date and all Tax for which the Company may after the Accounts Date become or have become liable in respect of or by reference to:

2.1.1

any income, profits or gains for any period which ended on or before the Accounts Date; or

2.1.2

any distributions made on or before the Accounts Date or provided for in the Accounts; or

2.1.3

any Event occurring on or before the Accounts Date.

2.2	Full potential provision has been made and shown (or disclosed of by way of note) in the Accounts for deferred Tax in accordance with general accepted accounting practice at the date the Accounts were prepared.

3.	DEDUCTIONS AND WITHHOLDINGS

The Company has made all deductions and withholdings in respect of, or on account of, any Tax (including amounts to be deducted under PAYE) from any payments made by it which it is obliged or entitled to make and (to the extent required to do so) has accounted in full to the relevant Tax Authority for all amounts so deducted or withheld and has (to the extent required by law) duly provided certificates of deduction of tax to the recipients of payments from which deductions have been made.

4.	OVERSEAS ELEMENTS

4.1	The Company has never been resident or had a branch, agency, place of business, any permanent establishment (within the meaning of section 1141 CTA 2010) outside the United Kingdom.

4.2	The Company has never been (nor is it liable to be) assessed to Tax as the agent or representative of any person not resident in the United Kingdom.

4.3

The Company does not and has never held shares in a company which is not resident in the United Kingdom and which would be a close company if it were resident in the United Kingdom, in circumstances that any chargeable gain accruing to that other company could be apportioned to the Company under section 13 TCGA 1992.

4.4	The Company has never had nor at Completion will it have any liability to pay any Tax to a Tax Authority outside the United Kingdom.

5.	CLOSE COMPANIES

5.1	The Company is not and has not at any time been a close investment holding company within the meaning of section 34 CTA 2010.

5.2	The Company has not at any time during the period of seven years ending on the date of this agreement made any payment which falls to be treated as a distribution under section 1064 CTA 2010 (certain expenses of close companies treated as distributions).

5.3

The Company has not made or waived any loan, advance or payment or given any consideration which could fall to be chargeable to tax under chapter 3 of part 10 CTA 2010 (charge to tax in case of loan to a participator) and which have remained outstanding at any time during the period of seven years ending on the date of this agreement and the Company has not released or written off or agreed to write off the whole of any such loans or advances.

5.4

The Company has not made any transfers of value (as specified in section 94(1) IHTA 1984) and there has been no variation in the Company’s share or loan capital within section 98 (Effect of alterations of capital) IHTA 1984. The Company is not liable for any Tax under section 199 (Dispositions by transferor) IHTA 1984.

6.	CAPITAL GAINS

The sum which would be allowed as a deduction from the consideration under section 38 (Acquisition and disposal costs etc.) TCGA 1992 of each asset of the Company (other than trading stock) if disposed of on the date of this agreement would not be less than (in the case of an asset held on the Accounts Date) the book value of that asset shown or included in the Accounts or (in the case of an asset acquired since the Accounts Date) an amount equal to the consideration given for its acquisition.

7.	CONCESSIONS

The Company has not entered into an arrangement with any Tax Authority (whether general or specific to the Company) which affects the amount of Tax chargeable on the Company or which purports to modify or provide exemption from any obligation to make or submit any computation, notice or return to any Tax Authority.

8.	CORPORATION TAX – LOAN RELATIONSHIPS

8.1

The Company has (for all accounting periods beginning prior to 1 January 2005) applied an authorised accruals method of accounting (as was defined in section 85 FA 1996) in respect of all loan relationships (as defined in section 302 CTA 2009) to which it is a party and for all periods of account beginning on or after 1 January 2005 has applied an amortised cost basis of accounting (as defined in section 313(4) CTA 2009).

8.2	The Disclosure Letter contains full and accurate particulars of any debtor relationship (as defined in section 302(6) CTA 2009) of the Company which relates to a deeply discounted security (as defined in section 430 ITTOIA 2005) to which sections 406 to 412 CTA 2009 apply.

8.3	The Company has not entered into any transaction to which section 444 (Transactions not at arm’s length - general) CTA 2009 applies.

9.	CAPITAL ALLOWANCES

9.1

No balancing charge in respect of any capital allowances claimed or given would arise if any asset of the Company were to be realised for a consideration equal to the amount of the book value of such asset as shown or included in the Accounts (or, in the case of any asset acquired since the Accounts Date, for a consideration equal to the consideration given for the acquisition).

9.2

So far as the Sellers are aware, all necessary conditions for the availability of all capital allowances claimed by the Company (or, where computations are made for capital allowances purposes for pools of assets, all the assets in that pool) have at all material times been satisfied and remain satisfied.

10.	SECONDARY LIABILITY

So far as the Sellers are aware, no Event has occurred in consequence of which the Company is or may be held liable to pay or bear any Tax which is primarily chargeable against or attributable to some person, firm or company other than the Company.

11.	STAMP TAXES

11.1	The Company has duly paid all stamp duty for which it is or has been liable and without limitation:

11.1.1

all documents in the enforcement of which the Company is or may be interested have been duly stamped; and

11.1.2

there are no documents outside the United Kingdom which if they were brought into the United Kingdom would give rise to a liability to stamp duty payable by the Company.

11.2

SDLT has been paid in full in respect of all land transactions to which SDLT applies and in respect of which the Company is the purchaser within the meaning of section 43(4) FA 2003 and the Company has never claimed relief from SDLT under part 1 (Group Relief) or part 2 (Reconstruction and Acquisition Relief) of Schedule 7 FA 2003 in the three years prior to the date of this agreement.

11.3	The Company has not made any application to defer any payment of SDLT.

11.4

The Company has not entered into any transaction for the acquisition of any interest in real property which may give rise to an obligation after Completion to make a return and/or a payment of SDLT pursuant to section 80 (Adjustment where contingency ceases or consideration is ascertained) or paragraph 8 of Schedule 17A (settlement of contingencies etc) FA 2003.

12.	ANTI-AVOIDANCE

The Company has never entered into a scheme or arrangement where either the Company or the scheme provider, promoter or introducer is required by law to notify details of the scheme or arrangement to a Tax Authority.

13.	VALUE ADDED TAX

13.1	The Company is registered for VAT in the United Kingdom under schedule 1 (Registration in respect of taxable supplies) VATA 1994 and has not at any time in the last six years been treated as (nor applied to be) a member of a group of companies for VAT purposes.

13.2	The Company is a taxable person for VAT purposes, has complied with all the requirements of VATA 1994 and legislation in respect of Intrastat and all applicable regulations and orders, and has fully maintained complete, correct and up-to-date records, invoices and other necessary documents

13.3	All VAT due and payable to the Commissioners of HM Revenue & Customs has been declared and paid in full.

13.4	The Disclosure Letter contains full details of any assets of the Company to which the provisions of part XV (the capital goods scheme) VAT Regulations apply and in particular:

13.4.1

the identity (including in the case of leasehold property, the terms of years), date of acquisition and cost of the asset; and

13.4.2

the proportion and amount of input tax for which tax credit has been claimed (either provisionally or finally in a tax year and stating which tax year).

13.5	The Company is not registered (nor required to be registered for local VAT or its equivalent in any State other than the United Kingdom.

13.6	The Company has not made and is not otherwise bound by any election made pursuant to paragraph 2 (effect of the option to tax: supplies become taxable) or paragraph 21 (real estate elections) of schedule 10 VATA 1994.

14.	DUTIES

14.1	All VAT payable upon the importation of goods and all customs and excise duties payable to HM Revenue & Customs in respect of any assets (including trading stock) imported or owned by the Company have been paid in full.

14.2	The Company has no arrangement or authorisation in place under the Council Regulation EEC Number 2913/92 or Community Customs Code and Commissions Regulation EEC Number 2454/93 in relation to any relief from customs duty.

14.3	The Company does not hold any authorisation from HM Revenue & Customs to import goods upon which the customs duty has not been paid at importation or upon which there may be a clawback of duty paid.

15.	INDIRECT TAX

The Company is not, or has it ever been, a registerable person for the purposes of any Tax (other than VAT) administered by HM Revenue & Customs (or any equivalent Tax Authority outside the United Kingdom responsible for the administration of indirect Tax).

16.	SHARE SCHEMES, BONUS SCHEMES AND EMPLOYEE BENEFITS CONTRIBUTIONS

16.1

No security, nor any interest in any security, has been acquired by any person where the right or opportunity to acquire the securities or the interest in the securities was made available by reason of the employment (that expression having the same meaning which it is given in section 421B ITEPA 2003) of any person with the Company. For the purposes of this warranty “security” has the meaning given to that term in section 420 ITEPA 2003 and “securities” shall be construed accordingly.

16.2

The Disclosure Letter sets out full details of all securities options (within the meaning given in section 420(8) ITEPA 2003) acquired by any person where the right or opportunity in acquiring any such securities option was made available by reason of employment with the Company or that person or of any other person.

16.3	The Company has complied with all its reporting obligations under ITEPA 2003.

17.	CONSTRUCTION INDUSTRY

The Company is not and has never been either a contractor or a sub-contractor for the purposes of chapter 3 part 3 FA 2004.

18.	INHERITANCE TAX

18.1

So far as the Sellers are aware the Company is not and will not become liable to be assessed to Inheritance Tax as donor or donee of any gift or as a transferor or transferee of value (actual or deemed) nor as a result of any disposition, chargeable transfer or transfer of value (actual or deemed) made by or deemed to be made by any other person.

18.2	There is no unsatisfied liability to Inheritance Tax attached or attributable to the assets of the Company or the shares of the Company and neither such assets nor such shares are subject to charge in favour of HM Revenue and Customs.

18.3	So far as the Sellers are aware, no person has the power under section 212 (Power to raise tax) IHTA 1984 to raise any Inheritance Tax by sale or mortgage of or by a terminable charge on any of the Company’s assets or shares.

19.	CORPORATION TAX – INSTALMENT PAYMENTS

19.1	The Company is not a “large company” as defined by regulation 3 (Large companies) CTIP.

20.	TRANSFER PRICING

20.1

The Company has not at any time entered into nor is it at Completion a party to any transaction (within the meaning in section 150 TIOPA 2010) with any person other than on fully arm’s length terms and so far as the Sellers are aware there are no circumstances which could cause any Tax Authority to make or require to be made any material adjustment for Tax purposes to any provision made by means of any such transaction or transactions and no such adjustment has actually been made.

20.2	The Company has in its possession all such records as are required by law to demonstrate that the terms of any transaction entered into at any time by the Company is or was on fully arm’s length terms.

Part 4 – Tax Warranties in respect of HK Subsidiary

Within the last 6 years the Company has properly and punctually made all returns, given all notices, maintained all records and supplied all other information in relation to Tax which it is required to make, give, maintain or supply and all such returns, notices, records and information were complete and accurate, in full accordance with the provisions of any Tax Legislation applicable to the Company.

There is not and has not within the last three years been any dispute claim audit action or law-suit between the Company and any Tax Authority, the Company is not and has not been the subject of any enquiry or investigation by any Tax Authority and there are no facts which are likely to give rise to any such dispute, enquiry or investigation with respect to Tax.

3.	There are no requests for rulings in respect of any Tax pending between the Company and any Tax Authority.

Within the last three years the Company is not and has not been liable to pay any penalty, fine, surcharge, interest or similar amount in relation to Tax and so far as the Sellers are aware there are no facts which are likely to cause it to become liable to pay any such penalty, fine, surcharge or interest.

All information supplied to any Tax Authority in connection with any clearance obtained by the Company was complete and accurate and all transactions for which such clearances were obtained have been carried out (if at all) in accordance with the terms of the clearances given and the applications made for them.

6.	All taxes relating to any real estate interest (both major and minor and their overseas equivalent) have been properly paid when due to the correct Tax Authority.

7.	The Company has complied with all its obligations in relation to Tax and particularly payroll contributions in respect of the earnings of its employees and former employees and the reporting to any Tax Authority of benefits provided to its employees and former employees.

8.	The Company has made all such deductions, withholdings or retentions of Tax as it was obliged or entitled to make and it has complied with all its obligations to account for such Tax to any Tax Authority.

9.	The Company has maintained sufficient records relating to past events to enable it to calculate the liability to Tax which would arise on a disposal or realisation of any asset owned by the Company at Completion.

10.	The value attributed to each asset of the Company in the Accounts is such that if any such asset had been disposed of on the Accounts Date for a consideration equal to such value no liability to Tax would have arisen.

11.	No claim has been made by the Company for the depreciation of any asset for Tax purposes in circumstances in which the claim is likely to be disallowed.

12.	The Company has not been a party to any transaction or series of transactions which is or forms part of a scheme for the avoidance or deferral of Tax.

13.	All rents, interest and other sums of an income nature paid or payable by the Company will be wholly allowable as deductions in computing the taxable income of the Company.

14.	The Company has at all times been resident for Tax purposes in its country of incorporation and has not at any time been resident in any other country.

15.	The Company has never been (nor is it liable to be) assessed to Tax as the agent or representative of any person not resident in its country of incorporation.

16.	The Tax affairs of the Company have not at any time within the last six years been dealt with on a consolidated basis.

17.

No tax sharing arrangement (including without limitation, any arrangement under which tax losses or tax reliefs are surrendered or claimed or agreed to be surrendered or claimed) has been entered into in respect of the profits, gains or losses of the Company except as provided in the Accounts and there exists no obligation on the Company to make any payment under such arrangements.

18.	All stamp duties and similar taxes or duties have been paid in respect of all documents in the enforcement of which the Company is interested and in respect of all transactions which attract such stamp duties and similar taxes or duties.

19.	The Company has not been party to any transaction in respect of which the relevant Tax Authority may substitute for Tax purposes a different amount or value from the amount or value of the actual consideration given or received by it.

20.	The Company has not requested or been granted any Tax exemption or relief which is not definitive or which is subject to fulfilment of certain conditions that have not yet been fully satisfied.

21.	No charge to Tax will arise on the Company by virtue of the entering into and/or Completion of this agreement.

22.

The Company has not at any time been a party to or been otherwise involved in any transaction or series of transactions which, or any part of which, involved or may involve steps taken without any commercial or business purpose apart from the obtaining of, or for the principal purpose of obtaining a tax advantage or which may for any purpose of relating to Taxation be disregarded or reconstructed by reason of any motive to avoid, reduce or delay a possible liability to Taxation.

23.	No act or transaction has been effected as a result of which the Company is or may be held liable for any Tax primarily chargeable against some other person or persons.

24.

In relation to each document in the enforcement of which the Company may be interested and which either attracts stamp duty in any jurisdiction or is required to be stamped with a particular stamp denoting that no duty is payable or that such document has been produced to a relevant revenue authority whether of Hong Kong or elsewhere (a) such document has been produced to the appropriate authority, (b) such document has been properly stamped and (c) the Company and each other party has duly paid all stamp duty and interest, fines and penalties thereon payable by it in accordance with the provisions of any law, regulation, legislation, decree or order applicable to it; and no such document which is outside the place of incorporation of the Company would attract stamp duty if it were brought into its place of incorporation.

SCHEDULE 7

Properties

Part 1 – Freehold


Description	Title number	Existing use

None

Part 2 – Leasehold

Description

(including any title
number)

Details of lease

Duration

Current annual
rent and

review date

Existing use

Break rights

Exclusion
from s24-28
LTA 1954

93-99 (odd numbers) Holloway Head, Birmingham

Lease dated on the date of this agreement made between (1) AJ Plant, RTH Plant, PWP Bushell as managing trustees of the Thomas Plant (Birmingham) Ltd 1997 Retirement Benefits Scheme (2) Thomas Plant (Birmingham) Ltd

Date of this agreement to 24.03.2016

£95,000 pa

No Review

Warehouse
with
ancillary
offices

A right to break at any time on 120 days written notice

Valepits Road, Garretts Green, Birmingham

Date of this agreement to 24.03.2016

£235,000 No Review

B1, B2,
B8

A right to break at any time on 120 days written notice

Workshop No. 8 on 9 ^th floor, International Trade Centre No. 11 Sha Tsui Raod, Tsuen Wan

Tenancy Agreement dated 20 December 2013 between Big Data (International) Group Limited (1) and Kitchen Craft (Asia) Limited (2)

From 1 January 2014 to and including 31 December 2014

HK$8,000 per month

Industrial

Either party has a right to break on 12 months notice or on payment of one month’s rent in lieu provided that termination shall not be prior to 31 December 2014

N/A

Part 3 – Licences


Description	Details of licence	Duration	Current annual licence fee and review date	Existing use

None

Part 4 – Leases / Licences granted by the Company

Description

(including any title
number)

Details of lease /
licence

Duration

Current annual
rent / licence

fee and review
date

Existing use

Break rights

Exclusion from
s24-28 LTA 1954

None

Part 5 – The Property Warranties

In this part 5 of schedule 7, in addition to the words and expressions defined in clause 1.1, the following definitions shall apply:

HK Property

the property occupied by the Company brief particulars of which are set out as the third lease in part 3 of this schedule 7 above;

Planning Permission

a permission under the TCPA; and

TCPA

the Town and Country Planning Act 1990.

The following paragraphs 1 to 16 (inclusive) do not apply to the HK Property:

1.	Copies of all the leases and licences, if any, affecting, benefiting or subject to which the Properties are owned or occupied are contained in the Disclosure Documents.

2.	The Company is the legal and beneficial owner of the Properties and has a good and marketable title to the Properties with full title guarantee.

3.	The Properties are owned by the Company free from any mortgage, debenture, charge (whether specific, floating, legal and/or equitable), rent charge, lien or other encumbrance securing the repayment of monies or other obligation or liability of the Company and/or any other party.

So far as the Sellers are aware the Properties are not subject to any right of pre-emption, right of first refusal, option, restrictive covenant, stipulation, easement, wayleave, licence, unregistered interest falling within any of the paragraphs of schedules 1 and 3 Land Registration Act 2002, or other similar rights vested in third parties which would inhibit its existing use.

5.	There is no person in possession or occupation of, or who has or claims any right or interest of any kind in, the Properties (whether adversely to the interests of the Company or otherwise) and the Company is entitled to and has exclusive vacant possession of the Properties.

6.	The Sellers are not aware of any local land charge, caution, inhibition, restriction or notice or other matter which is capable of registration against either of the Properties.

7.	No licence is required in relation to the current use of the Properties.

8.	Where required building regulation consent has been obtained with respect to all developments, extensions, alterations and improvements to the Properties.

9.	No part of the Properties is affected or, as far as the Sellers are aware, is likely to become affected by:

9.1	any outstanding dispute or notice of complaint;

9.2	the carrying out of any work upon any building, the modification of any Planning Permission, the discontinuance of any use or the imposition of any building or improvement line;

9.3	any compensation received as a result of any refusal of any application for Planning Permission or the imposing of any restrictions in relation to any Planning Permission;

9.4	any commutations of rent or payment of rent in advance of the due dates for payment.

10.	There are no disputes with any adjoining or neighbouring owner with respect to boundary walls and fences, or with respect to any easement right or means of access to the Properties.

11.	There is no breach of or failure to comply with the requirements of the Regulatory Reform (Fire Safety) Order 2005 in respect of the Properties.

12.	The Properties comprise all the land and buildings owned by the Company or occupied or otherwise used by the Company or its servants or agents for the purposes of the Company’s business.

13.	The Company is not and has not at any time since the date of its incorporation been the original lessee of any property other than the Properties and has not given a guarantee or entered into any direct covenant with either a lessor or assignor of any property.

14.	The Company has received no notice of breach in respect of building regulations relating to any alteration extension or other improvement to the Properties which has been carried out prior to Completion.

15.	The Company has paid the rent and observed and performed the covenants on the part of the tenant and the conditions contained in the leases and/or licences under which the Properties are held and:

15.1	all such leases and/or licences are valid and in full force;

15.2	all licences, consents and approvals required from the landlords or any superior landlords under any leases and/or licences of the Properties have been obtained; and

15.3	the covenants on the part of the Company contained in such licences, consents and approvals have been duly performed and observed.

16.	Any written replies (including those by e-mail) given by or on behalf of the Sellers to enquiries before contract raised in writing or by e-mail by or on behalf of the Buyer relating in any way to the Properties are true, complete and accurate in all respects.

The following shall apply only in respect of the HK Property:

17.	The HK Property comprises all the land and premises rented, occupied or otherwise used by the Company outside of the United Kingdom at the date hereof and the brief particulars of the HK Property set out in part 3 of schedule 7 (being the lease listed third) are correct and not misleading.

18.	There are no covenants, restrictions, burdens, stipulations, conditions, terms or outgoings affecting the HK Property which are of an unusual or onerous nature or which adversely affect the use or intended use of the HK Property.

19.

All covenants, restrictions, stipulations, conditions and other terms affecting the HK Property have been observed and performed and there are no circumstances which would entitle or require the Government or any landlord or other person to exercise any powers of entry and taking possession or which would otherwise restrict or terminate the continued possession or occupation of any of the Premises.

20.	No structural or other material defects have appeared in respect of or affecting the buildings and structures on or comprising the HK Property or any parts thereof and all such buildings are in good and substantial repair and condition and fit for the purposes for which they are presently used.

21.	There are not in force or required to be in force in relation to any of the HK Property any licences under any applicable legislation or regulations.

22.

The Company has not at any time been the lessee of any property outside the United Kingdom other than the HK Property or assigned or otherwise disposed of any leasehold property situate outside of the United Kingdom in respect of which it has a continuing liability (contingent or otherwise) for payment of rent and/or for any other liability.

23.

The Sellers know of no reason why the existing lease of the HK Property should not be renewed on expiry or fresh lease granted and know of no reason why such lease is likely not to be renewed or fresh lease likely to be granted on terms materially less favourable to the Company (save as regards reasonable commercial increases in rent).

24.	The Company is not engaged in any negotiation for review of the rent payable under any leases and no negotiations for such review have been concluded changing the rent from that Disclosed.

25.	The Company has paid the rent and observed and performed the covenants on the part of the tenant and the conditions contained in the relevant lease of the HK Property and the last demand or receipts of rent if issued were unqualified, and the leases are valid and in full force.

26.	All licences, consents and approvals required from the landlord and any superior landlord under the lease of the HK Property have been obtained, and the covenants on the part of the tenant contained in such licences, consents and approvals have been duly performed and observed.

27.

There are no outstanding and unobserved or unperformed obligations necessary to comply with any notice or other requirement given by the landlord under the lease relating to the HK Property and there are no obligations to reinstate any of the HK Property by removing or dismantling any alteration made to them by the Company or any predecessor in title to the Company.

28.	None of the terms, covenants, stipulations or restrictions contained in the lease of the HK Property will be breached by reason of the entering into or Completion or as a consequence of this agreement.

SCHEDULE 8

Company Intellectual Property

Part 1 – Registered IPR

Registered trade marks


Mark	Number	Class(es)	Territory	Proprietor

a bag for good (Words/Device) (Series of 4)	2490963	18	United Kingdom	Thomas Plant (Birmingham) Limited

BAR CRAFT	2288714	08,09,21	United Kingdom	Thomas Plant (Birmingham) Limited

CAROUCHE	2165068	21	United Kingdom	Thomas Plant (Birmingham) Limited

CITY NIGHTS/City Nights (Series of 2)	2574441	08,09,21	United Kingdom	Thomas Plant (Birmingham) Limited

CLEAR CUT	2364336	21	United Kingdom	Thomas Plant (Birmingham) Limited

CLEARVIEW	8685604	08,11,21	European Community	Thomas Plant (Birmingham) Limited

COLOURWORKS	1348231	08,21	Australia	Thomas Plant (Birmingham) Limited

COLOURWORKS	8526667	07,08,09,11,21,25	European Community	Thomas Plant (Birmingham) Limited

COLOURWORKS	301854199	07,08,09,21,25	Hong Kong	Thomas Plant (Birmingham) Limited

COLOURWORKS	9199535	21	China	Thomas Plant (Birmingham) Limited

COLOURWORKS	9199536	8	China	Thomas Plant (Birmingham) Limited

COLOURWORKS	4192368	08,21	United States of America	Thomas Plant (Birmingham) Limited

COLOURWORKS (Cantonese Version: Coi Zok/ Variegated Colours, to work)	301890009	07,08,09,21,25	Hong Kong	Thomas Plant (Birmingham) Limited


Mark	Number	Class(es)	Territory	Proprietor

COLOURWORKS (Mandarin Version – cai le wu: a place or home with colour and joy)	9199534	8	China	Thomas Plant (Birmingham) Limited

COLOURWORKS (Mandarin Version – cai le wu: a place or home with colour and joy)	9199533	21	China	Thomas Plant (Birmingham) Limited

CONNOISSEUR FROM BAR CRAFT	2615767	08,09,21	United Kingdom	Thomas Plant (Birmingham) Limited

COOL MOVER/ COOL MOVERS/ COOLMOVER/ COOLMOVERS (Series of 4)	2386920	21	United Kingdom	Thomas Plant (Birmingham) Limited

COOL MOVER/ COOL MOVERS/ COOLMOVER/ COOLMOVERS (Series of 4)	2477394	08,21,24	United Kingdom	Thomas Plant (Birmingham) Limited

COOLMOVERS	9712779	04,08,16,21,24	European Community	Thomas Plant (Birmingham) Limited

FARMHOUSE PANTRY + Logo (Series of 2)	2631862	08,21	United Kingdom	Thomas Plant (Birmingham) Limited

FLUTTERCUP & FRIENDS	9890047	08,09,16,21,25	European Community	Thomas Plant (Birmingham) Limited

GRAND JUBILEE	2594199	08,16,21	United Kingdom	Thomas Plant (Birmingham) Limited

Java crafted by nature Logo	2567610	08,09,21,24,25	United Kingdom	Thomas Plant (Birmingham) Limited

JURY	737761	21	United Kingdom	Thomas Plant (Birmingham) Limited

JURY	2191337	08,21	United Kingdom	Thomas Plant (Birmingham) Limited


Mark	Number	Class(es)	Territory	Proprietor

KITCHEN COMPLETE (Series of 2)	2378247	07,08,09,21	United Kingdom	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	953794	07,08,09,11,16,20,21,25	European Community	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	1076328	07,08,09,11,21	Australia	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	301992385	07,08,09,21,25	Hong Kong	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	840833	07,08,09,11,16,21,25	New Zealand	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT/ KITCHEN CRAFT (Series of 3)	2040845/ GGGT4731 (Guernsey national number)	07,08,09,11,16,20,21,25	Guernsey	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT/ KITCHEN CRAFT (Series of 3)	2040845	07,08,09,11,16,20,21,25	United Kingdom	Thomas Plant (Birmingham) Limited

KITCHENCRAFT	259127	8	New Zealand	Thomas Plant (Birmingham) Limited

KITCHENCRAFT	259128	21	New Zealand	Thomas Plant (Birmingham) Limited

KITSCH’N’FUN Logo (Series of 2)	2422891	07,08,09,11,21,25	United Kingdom	Thomas Plant (Birmingham) Limited

LET’S MAKE	9728023	08,09,21,25	European Community	Thomas Plant (Birmingham) Limited

Let’s Make Logo	9712696	08,09,21,25	European Community	Thomas Plant (Birmingham) Limited

LET’s MAKE Logo (Series of 2)	2507524	08,09,21,24,25	United Kingdom	Thomas Plant (Birmingham) Limited


Mark	Number	Class(es)	Territory	Proprietor

LE’XPRESS	2228926	07,11,21	United Kingdom	Thomas Plant (Birmingham) Limited

LOCK IN	2610807	08,16,21	United Kingdom	Thomas Plant (Birmingham) Limited

LOCK IN	10766517	08,16,21	European Community	Thomas Plant (Birmingham) Limited

LOVE logo	8685851	08,11,21,35	European Community	Thomas Plant (Birmingham) Limited

LUXE LOUNGE	2610743	08,09,21	United Kingdom	Thomas Plant (Birmingham) Limited

LUXE LOUNGE	10762474	08,09,21	European Community	Thomas Plant (Birmingham) Limited

MASTER CLASS	954016	08,21	European Community	Thomas Plant (Birmingham) Limited

MASTER CLASS (SERIES OF 4)	2165058	08,21	United Kingdom	Thomas Plant (Birmingham) Limited

MASTER CLASS (SERIES OF 4)	2165058/ GGGT5109	08,21	Guernsey	Thomas Plant (Birmingham) Limited

MASTER GRIP; MASTERGRIP; MASTER-GRIP (SERIES OF 3)	2199558	08,21	United Kingdom	Thomas Plant (Birmingham) Limited

masterclass Logo	301890018	07,08,09,21,25	Hong Kong	Thomas Plant (Birmingham) Limited

masterclass Logo	9199693	21	China	Thomas Plant (Birmingham) Limited

masterclass Logo	9199530	8	China	Thomas Plant (Birmingham) Limited

Masterclass/Mortar Board Logo	6425839	07,08,09,11,21,25	European Community	Thomas Plant (Birmingham) Limited

100


Mark	Number	Class(es)	Territory	Proprietor

METRO KITCHEN Logo (Series of 2)	2636611	08,09,21	United Kingdom	Thomas Plant (Birmingham) Limited

METRO KITCHEN Logo (Series of 2) (Old Version)	2594200	08,09,21	United Kingdom	Thomas Plant (Birmingham) Limited

MINIAMO	2505399	08,09,16,18,21,24,25	United Kingdom	Thomas Plant (Birmingham) Limited

MINIAMO	8686339	08,09,16,21	European Community	Thomas Plant (Birmingham) Limited

miniamo (Stylised)	962861A	08,09,18,21,24,25,27	United Kingdom	Thomas Plant (Birmingham) Limited

miniamo (Stylised)	962861B	08,09,18,20,21,24,25,27	Germany	Thomas Plant (Birmingham) Limited

MOLTEN	8526709	08,09,21	European Community	Thomas Plant (Birmingham) Limited

MY LONDON	2569144	08,21	United Kingdom	Thomas Plant (Birmingham) Limited

MY LONDON Logo	2574706	08,21	United Kingdom	Thomas Plant (Birmingham) Limited

Natural Elements	2507525	08,09,21,24,25	United Kingdom	Thomas Plant (Birmingham) Limited

PARTRIDGE & PEAR	10499267	08,16,21	European Community	Thomas Plant (Birmingham) Limited

PAW PRINT NOSHERS	2395798	21	United Kingdom	Thomas Plant (Birmingham) Limited

PLUMBOB	1207896	20	United Kingdom	Thomas Plant (Birmingham) Limited

PURE ORIENTAL	9712712	08,11,21	European Community	Thomas Plant (Birmingham) Limited

101


Mark	Number	Class(es)	Territory	Proprietor

PURE ORIENTAL (Series of 2)	2507902	08,11,21,24	United Kingdom	Thomas Plant (Birmingham) Limited

PURESEAL	2382609	21	United Kingdom	Thomas Plant (Birmingham) Limited

SIR BAKEALOT	9890013	08,09,16,21,25	European Community	Thomas Plant (Birmingham) Limited

SMART SILICONE	2480191	08,21	United Kingdom	Thomas Plant (Birmingham) Limited

SMART SILICONE	7108939	07,08,09,11,21	European Community	Thomas Plant (Birmingham) Limited

SPOOKILY DOES IT	11423456	08,09,16,21	European Community	Thomas Plant (Birmingham) Limited

SWEETLY DOES IT	9712721	08,09,16,21	European Community	Thomas Plant (Birmingham) Limited

THOMAS PLANT	5136957	07,08,09,11,16,20,21,25	European Community	Thomas Plant (Birmingham) Limited

WORLD OF FLAVOURS	9984261	08,11,21	European Community	Thomas Plant (Birmingham) Limited

LIVING NOSTALGIA	11932423	08,09,21	European Community	Thomas Plant (Birmingham) Limited

Applications for registered trade marks


Mark	Number	Class(es)	Territory	Proprietor

COLOURWORKS	1493976		Canada	Thomas Plant (Birmingham) Limited

HOME MADE/home made (Series of 2) CURRENTLY OPPOSED	2538478	08,09,16,21	United Kingdom	Thomas Plant (Birmingham) Limited

102


Mark	Number	Class(es)	Territory	Proprietor

KITCHEN CRAFT	840288468	8	Brazil	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	840289529	21	Brazil	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	1524033		Canada	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	12178844	35,38,41	European Community	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	2405463	8	India	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	2405464	21	India	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	219183-01	08,21	Panama	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	2012735027	08,21	Russian Federation	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	2012/26463	8	South Africa	Thomas Plant (Birmingham) Limited

KITCHEN CRAFT	2012/26464	21	South Africa	Thomas Plant (Birmingham) Limited

Kitchen Craft	Unknown – application filed 20/12/2013	8	China	Thomas Plant (Birmingham) Limited

Kitchen Craft	Unknown – application filed 20/12/2013	21	China	Thomas Plant (Birmingham) Limited

Kitchen Craft (stylised letters)	1313930	8	Mexico	Thomas Plant (Birmingham) Limited

Kitchen Craft (stylised letters)	1313931	21	Mexico	Thomas Plant (Birmingham) Limited

masterclass Logo	840288476	8	Brazil	Thomas Plant (Birmingham) Limited

103


Mark	Number	Class(es)	Territory	Proprietor

masterclass Logo	840289537	21	Brazil	Thomas Plant (Birmingham) Limited

masterclass Logo	2405465	8	India	Thomas Plant (Birmingham) Limited

masterclass Logo	2405466	21	India	Thomas Plant (Birmingham) Limited

masterclass Logo	1313932	8	Mexico	Thomas Plant (Birmingham) Limited

masterclass Logo	1313933	21	Mexico	Thomas Plant (Birmingham) Limited

masterclass Logo	219184-01	08,21	Panama	Thomas Plant (Birmingham) Limited

masterclass Logo	2012735025	08,21	Russian Federation	Thomas Plant (Birmingham) Limited

masterclass Logo	2012/26461	8	South Africa	Thomas Plant (Birmingham) Limited

masterclass Logo	2012/26462	21	South Africa	Thomas Plant (Birmingham) Limited

Registered designs


Product/Design description	Number	Locarno class(es)	Territory	Proprietor

Cake Pop Moulds/ Loose Bottomed Terrine and Mini Loaf Tin/ Silicone Inserts	002303537-0001		European Community	Thomas Plant (Birmingham) Limited

Cake Pop Moulds/ Loose Bottomed Terrine and Mini Loaf Tin/ Silicone Inserts	002303537-0002		European Community	Thomas Plant (Birmingham) Limited

Cake Pop Moulds/ Loose Bottomed Terrine and Mini Loaf Tin/ Silicone Inserts	002303537-0003		European Community	Thomas Plant (Birmingham) Limited

104


Product/Design description	Number	Locarno class(es)	Territory	Proprietor

Cake Pop Moulds/ Loose Bottomed Terrine and Mini Loaf Tin/ Silicone Inserts	002303537-0004		European Community	Thomas Plant (Birmingham) Limited

Cake Pop Moulds/ Loose Bottomed Terrine and Mini Loaf Tin/ Silicone Inserts	002303537-0005		European Community	Thomas Plant (Birmingham) Limited

Cake Pop Moulds/ Loose Bottomed Terrine and Mini Loaf Tin/ Silicone Inserts	002303537-0006		European Community	Thomas Plant (Birmingham) Limited

Cake Pop Moulds/ Loose Bottomed Terrine and Mini Loaf Tin/ Silicone Inserts	002303537-0007		European Community	Thomas Plant (Birmingham) Limited

Cake Pop Moulds/ Loose Bottomed Terrine and Mini Loaf Tin/ Silicone Inserts	002303537-0008		European Community	Thomas Plant (Birmingham) Limited

Classic Collection Chicken Egg Holder	001665688-0001		European Community	Thomas Plant (Birmingham) Limited

Classic Collection Chicken Egg Holder	001665688-0002		European Community	Thomas Plant (Birmingham) Limited

Classic Collection Kitchen Scales	4009706		United Kingdom	Thomas Plant (Birmingham) Limited

Classic Collection Kitchen Scales	4009707		United Kingdom	Thomas Plant (Birmingham) Limited

Classic Collection Ribbed Top Range	001178313-0001		European Community	Thomas Plant (Birmingham) Limited

Classic Collection Ribbed Top Range	001178313-0002		European Community	Thomas Plant (Birmingham) Limited

Classic Collection Ribbed Top Range	001178313-0003		European Community	Thomas Plant (Birmingham) Limited

Classic Collection Ribbed Top Range	001178313-0004		European Community	Thomas Plant (Birmingham) Limited

105


Product/Design description	Number	Locarno class(es)	Territory	Proprietor

Classic Collection Ribbed Top Range	001178313-0005		European Community	Thomas Plant (Birmingham) Limited

Classic Collection Ribbed Top Range	001178313-0006		European Community	Thomas Plant (Birmingham) Limited

Classic Collection Ribbed Top Range	001178313-0007		European Community	Thomas Plant (Birmingham) Limited

Classic Collection Ribbed Top Range	001178313-0008		European Community	Thomas Plant (Birmingham) Limited

Gingham Jam Jar Lids – 2D Design	002290056-0001		European Community	Thomas Plant (Birmingham) Limited

Gingham Jam Jar Lids – 2D Design	002290056-0002		European Community	Thomas Plant (Birmingham) Limited

Kitchen Kit Knife Block	001767534-0001		European Community	Thomas Plant (Birmingham) Limited

Kitchen Kit Knife Block	001767534-0002		European Community	Thomas Plant (Birmingham) Limited

Kitchen Kit Knife Block	001767534-0003		European Community	Thomas Plant (Birmingham) Limited

Kitchen Kit Scales	001767518-0001		European Community	Thomas Plant (Birmingham) Limited

Kitchen Kit Scales	001767518-0002		European Community	Thomas Plant (Birmingham) Limited

Kitchen Kit Scales	001767518-0003		European Community	Thomas Plant (Birmingham) Limited

My London – Placemats and Tea-towels	001870049-0001		European Community	Thomas Plant (Birmingham) Limited

My London – Placemats and Tea-towels	001870049-0002		European Community	Thomas Plant (Birmingham) Limited

MY LONDON Imagery 1	001870056-0001		European Community	Thomas Plant (Birmingham) Limited

106


Product/Design description	Number	Locarno class(es)	Territory	Proprietor

MY LONDON Imagery 1	001870056-0002		European Community	Thomas Plant (Birmingham) Limited

MY LONDON Imagery 1	001870056-0003		European Community	Thomas Plant (Birmingham) Limited

MY LONDON Imagery 1	001870056-0004		European Community	Thomas Plant (Birmingham) Limited

Natural Elements 2 – Conical Grater/Pestle & Mortar (2 Designs)	001767765-0001		European Community	Thomas Plant (Birmingham) Limited

Natural Elements 2 – Conical Grater/Pestle & Mortar (2 Designs)	001767765-0002		European Community	Thomas Plant (Birmingham) Limited

Natural Elements 2 – Conical Grater/Pestle & Mortar (2 Designs)	001767765-0003		European Community	Thomas Plant (Birmingham) Limited

Natural Elements 2 – Conical Grater/Pestle & Mortar (2 Designs)	001767765-0004		European Community	Thomas Plant (Birmingham) Limited

New (2013/14) Melamine Bowl, with Cut-out in Handle	002306548-0001		European Community	Thomas Plant (Birmingham) Limited

New (2013/14) Melamine Bowl, with Cut-out in Handle	002306548-0002		European Community	Thomas Plant (Birmingham) Limited

PARTRIDGE & PEAR/CHRISTMAS FAYRE Logos	001975103-0001		European Community	Thomas Plant (Birmingham) Limited

PARTRIDGE & PEAR/CHRISTMAS FAYRE Logos	001975103-0002		European Community	Thomas Plant (Birmingham) Limited

PARTRIDGE & PEAR/CHRISTMAS FAYRE Logos	001975103-0003		European Community	Thomas Plant (Birmingham) Limited

PARTRIDGE & PEAR/CHRISTMAS FAYRE Logos	001975103-0004		European Community	Thomas Plant (Birmingham) Limited

PARTRIDGE & PEAR/CHRISTMAS FAYRE Logos	001975103-0005		European Community	Thomas Plant (Birmingham) Limited

PARTRIDGE & PEAR/CHRISTMAS FAYRE Logos	001975103-0006		European Community	Thomas Plant (Birmingham) Limited

107


Product/Design description	Number	Locarno class(es)	Territory	Proprietor

PARTRIDGE & PEAR/CHRISTMAS FAYRE Logos	001975103-0007		European Community	Thomas Plant (Birmingham) Limited

PARTRIDGE & PEAR/CHRISTMAS FAYRE Logos	001975103-0008		European Community	Thomas Plant (Birmingham) Limited

Polka Dot Pattern & Montage Pattern	4009212		United Kingdom	Thomas Plant (Birmingham) Limited

Polka Dot Pattern & Montage Pattern	4009213		United Kingdom	Thomas Plant (Birmingham) Limited

Sir Bakealot/Fluttercup & Friends – Graphic Designs and Characters	001956731-0001		European Community	Thomas Plant (Birmingham) Limited

Sir Bakealot/Fluttercup & Friends – Graphic Designs and Characters	001956731-0002		European Community	Thomas Plant (Birmingham) Limited

Sir Bakealot/Fluttercup & Friends – Graphic Designs and Characters	001956731-0003		European Community	Thomas Plant (Birmingham) Limited

Sir Bakealot/Fluttercup & Friends – Graphic Designs and Characters	001956731-0004		European Community	Thomas Plant (Birmingham) Limited

Sir Bakealot/Fluttercup & Friends – Graphic Designs and Characters	001956731-0005		European Community	Thomas Plant (Birmingham) Limited

Summer Breeze (Melamine)/Coolmovers Floral Designs (3 Designs)	001767559-0001		European Community	Thomas Plant (Birmingham) Limited

Summer Breeze (Melamine)/Coolmovers Floral Designs (3 Designs)	001767559-0002		European Community	Thomas Plant (Birmingham) Limited

Summer Breeze (Melamine)/Coolmovers Floral Designs (3 Designs)	001767559-0003		European Community	Thomas Plant (Birmingham) Limited

Summer Breeze (Melamine)/Coolmovers Floral Designs (3 Designs)	001767559-0004		European Community	Thomas Plant (Birmingham) Limited

108

Applications for registered designs


Product/Design description	Application number	Locarno class(es)	Territory	Proprietor

No pending applications

Granted patents


Title of invention	Patent number	Inventor	Territory	Applicant/Proprietor

Lids for Cookware	GB 2434078	Kevin McKay	United Kingdom	Thomas Plant (Birmingham) Limited

Stackable Lids	GB 2434080	Kevin McKay	United Kingdom	Thomas Plant (Birmingham) Limited

Apron	GB 2434735	Kevin McKay	United Kingdom	Thomas Plant (Birmingham) Limited

Apron	GB 2434734	Karen Samwell	United Kingdom	Thomas Plant (Birmingham) Limited

Pending patent applications


Title of invention	Patent application number	Inventor	Territory	Proprietor

None Pending

Part 2 – Domain names


Domain name	Proprietor	Renewal date

ciroa.co.uk	Thomas Plant (Birmingham) Limited	04 September 2014

mylondonadventure.co.uk	Thomas Plant (Birmingham) Limited	12 January 2014

mylondonadventure.com	Andrew Plant/ Thomas Plant (Birmingham) Limited	12 January 2014

109



bar-craft.co.uk	Thomas Plant (Birmingham) Limited	19 October 2014

kitchencraft.co.uk	Thomas Plant (Birmingham) Limited	11 September 2014

kitchencraft.tv	Andrew Plant/ Thomas Plant (Birmingham) Limited	12 December 2013

kitchen-craft.tv	Andrew Plant/ Thomas Plant (Birmingham) Limited	11 May 2015

kitschnfun.co.uk	Thomas Plant (Birmingham) Limited	27 February 2014

kitsch-n-fun.co.uk	Thomas Plant (Birmingham) Limited	13 August 2014

kitschnfun.com	Andrew Plant/ Thomas Plant (Birmingham) Limited	27 February 2014

kitsch-n-fun.com	Andrew Plant/ Thomas Plant (Birmingham) Limited	19 October 2014

lets-make.co.uk	Thomas Plant (Birmingham) Limited	08 May 2014

le-xpress.co.uk	Thomas Plant (Birmingham) Limited	07 September 2014

le-xpress.com	Andrew Plant/ Thomas Plant (Birmingham) Limited	07 September 2015

masterclasskitchen.co.uk	Thomas Plant (Birmingham) Limited	13 August 2014

metrokitchen.co.uk	Thomas Plant (Birmingham) Limited	19 October 2014

miniamo.co.uk	Thomas Plant (Birmingham) Limited	06 June 2014

pureoriental.co.uk	Thomas Plant (Birmingham) Limited	08 May 2014

pure-oriental.co.uk	Thomas Plant (Birmingham) Limited	13 August 2014

pure-oriental.com	Andrew Plant/ Thomas Plant (Birmingham) Limited	19 October 2014

smartsilicone.co.uk	Thomas Plant (Birmingham) Limited	13 August 2014

smart-silicone.co.uk	Thomas Plant (Birmingham) Limited	19 October 2014

110



smart-silicone.com	Andrew Plant/ Thomas Plant (Birmingham) Limited	19 October 2014

sweetlydoesit.co.uk	Thomas Plant (Birmingham) Limited	19 October 2014

sweetlydoesit.com	Andrew Plant/ Thomas Plant (Birmingham) Limited	19 October 2014

thomasplant.co.uk	Thomas Plant (Birmingham) Limited	11 September 2014

kitchencraft.asia	Thomas Plant/ Thomas Plant (Birmingham) Limited	24 January 2014

kitchencraft.hk	Kitchen Craft	25 January 2015

kcraft.eu	Thomas Plant (Birmingham) Limited	30 November 2014

kcrft.eu	Thomas Plant (Birmingham) Limited	31 October 2014

111

SCHEDULE 9

Completion Accounts

1.	COMPLETION ACCOUNTS

1.1	The Buyer and the Sellers shall procure that, following Completion, accounts for the Group are prepared and reported on in accordance with the provisions of this schedule 9.

1.2

The Completion Accounts shall consist of a consolidated balance sheet of the Group as at the close of business on 31 December 2013 and a consolidated profit and loss account of the Group in respect of the Completion Accounts Period and stating the Cash, Indebtedness, Actual Working Capital and the resulting Completion Accounts Payment.

1.3	The pro-forma format of the Completion Accounts is attached in appendix B to this schedule 9.

2.	POLICIES

2.1	The Completion Accounts shall be prepared:

2.1.1

in accordance with the specific accounting policies and procedures set out in appendix A to this schedule 9;

2.1.2

taking into account any other adjustments as may be agreed in writing between the Buyer and the Sellers;

2.1.3

subject to that, in accordance with the same accounting policies and procedures applied for the purposes of the Accounts including as set out in Appendix C to this schedule; and

2.1.4

subject to that, in accordance with applicable accounting principles in force as at 31 December 2013.

3.	PROCEDURE

3.1	The Buyer shall use its reasonable endeavours to prepare the Draft Completion Accounts as soon as reasonably practicable after Completion and, in any event, within 60 Business Days of Completion.

3.2	The Sellers shall give such assistance and access to information as the Buyer and/or the Buyer’s Accountants may reasonably require in connection with the preparation of the Draft Completion Accounts.

3.3	Subject to the preparation of the Draft Completion Accounts in accordance with paragraph 3.1, the Buyer shall deliver to the Sellers’ Accountants the Draft Completion Accounts within 40 Business Days of Completion.

3.4

The Sellers shall procure that within 20 Business Days of the date of receipt of the Draft Completion Accounts by the Sellers’ Accountants, the Sellers’ Accountants shall notify the Buyer’s Accountants whether or not they agree with the Completion Accounts and the Completion Accounts Payment and, in the case of any disagreement, shall provide details of any adjustments which they require to the Draft Completion Accounts specifying in reasonable detail those matters which they consider to be in dispute between them and their best estimate of the quantum of any adjustment.

3.5	If the Sellers’ Accountants notify the Buyer’s Accountants that they agree with the Draft Completion Accounts, those accounts shall constitute the Completion Accounts and shall, immediately upon such notification, become final and binding on the parties for the purposes of this agreement.

3.6

If the Sellers’ Accountants notify the Buyer’s Accountants that they do not agree with the Draft Completion Accounts, the parties shall use all reasonable endeavours to agree upon the matters in dispute as soon as possible. If the matters in dispute are resolved between the parties, the Draft Completion Accounts (subject to any adjustment agreed between the parties) shall constitute the Completion Accounts and shall become final and binding on the parties upon such matters being agreed in writing by the Buyer and the Sellers.

112

3.7

If the Buyer and the Sellers are unable to agree upon the Completion Accounts within 20 Business Days of the date of service of the notice by the Sellers’ Accountants in accordance with paragraph 3.4 above, the matters in dispute shall be referred, at the request of either party, to an independent chartered accountant (the Accountant ) for final determination.

3.8

The Buyer and the Sellers shall agree upon the identity of the Accountant and the terms of his engagement in writing. If the Buyer and the Sellers fail to agree on the identity of the Accountant or the terms of his engagement within 10 Business Days of either party serving details of a suggested Accountant on the other, the Accountant shall be nominated by and engaged on such terms as may be specified by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application at any time of either party.

3.9	The Accountant shall be instructed to:

3.9.1

prepare a written decision and give notice of that decision to the parties within a maximum of 3 months of the matter being referred to him; and

3.9.2

certify the amount of the Cash, Indebtedness, Actual Working Capital and resulting Completion Accounts Payment.

3.10

The Buyer and the Sellers shall supply the Accountant with any information which he may reasonably request in connection with his determination. The Buyer and the Sellers shall be entitled to make written submissions to the Accountant provided that a copy of any such written submissions is also simultaneously delivered to the other party. The Accountant shall give due weight to any such written submission which is received by the Accountant within such time limit as he may determine and have notified to the parties.

3.11

The decision of the Accountant (who shall be deemed to act as an expert and not as an arbitrator) shall be final and binding on the parties, save in the event of fraud or manifest error. The costs of the Accountant in connection with his determination shall be borne as he directs (taking into account the conduct of the parties and the merits of their respective arguments in relation to the reference made to him) or, in the absence of any such direction, by the Buyer and the Sellers in equal shares.

113

APPENDIX A TO SCHEDULE 9

Specific Accounting policies and procedures for Completion Accounts

BALANCE SHEET

1.	Tangible fixed assets

1.1	Tangible fixed assets are stated so as not to reappraise the value of any of the tangible fixed assets since 31 December 2013.

1.2	Assets classified as tangible fixed assets shall not be reclassified into any other balance sheet category in the Completion Accounts.

2.	Prepayments

A prepayment of £14,467 will be recognised in the Completion Accounts relating to costs incurred for the trade fair in Frankfurt in February 2014. This would ordinarily have been paid in January 2014.

3.	Staff Bonuses

Bonuses payable to staff as a result of this transaction equating to £122,277 which is a balance net of corporation tax (£158,802 gross) will be recognised in the Completion Accounts, net of corporation tax and inclusive of all employment taxes as part of Indebtedness.

4.	Deal costs

The Sellers’ and the Company’s costs associated with the Transaction are to be settled by the Sellers and/or the Company prior to Completion, but to the extent not, shall be included in the Completion Accounts.

50% of the total property survey costs will be incurred by the Sellers in relation to the Company’s assessment of the site currently occupied by Betterware. The total amount invoiced and paid by the Company was £7,100 (exc VAT) resulting in a net of corporation tax cost of £5,467. A prepayment of £2,734 will therefore be recognised in the Completion Accounts.

50% of the costs incurred relating to preparing schedules of condition for the leases that the Company is party to as requested by the Buyer will also be recognised as prepayments in the Completion balance sheet. The total amount invoiced and paid by the Company was £5,300 (exc. VAT) resulting in a net of corporation tax cost of £4,081. A prepayment of £2,041 will therefore be recognised in the Completion Accounts.

The cost of striking off the Company’s dormant subsidiaries of £6,160 exc. VAT and net of corporation tax (equivalent to £8,000 gross) will be suffered by the Sellers and accounted for in the Completion Accounts as part of Indebtedness.

5.	Pension payment

A provision equating to £924,000 which is a balance net of corporation tax (£1,200,000 gross) will be made in the Completion Accounts as part of Indebtedness to reflect the payment to be made by the Company into its Defined Benefit Pension Scheme at Completion.

114

APPENDIX B TO SCHEDULE 9

Pro-forma Format of Completion Accounts

Nov-13

Dec-13

Note/Comment

Stock

Gross Stock

9,813,856

Goods in Transit

—

Uncalculated as at 30th Nov; to be calculated as at 31st Dec per accounting policies.

Stock Provision

1,441,000

Total Stock

8,372,856

Debtors

Trade Debtors (net of provisions)

10,613,670

Other Debtors

249,946

Total Debtors

10,863,616

Creditors

Trade Creditors

177,436

Creditor for Goods In Transit

—

Uncalculated as at 30th Nov; to be calculated as at 31st Dec per accounting policies.

Other Creditors: VAT/Duty

1,517,231

Other Creditors: PAYE/NI

129,002

Other Creditors: Management Bonuses

183,150

Other Creditors: Sundry

463,401

Total Creditors

2,115,348

Net Working Capital

17,121,123

Cash/Debt Items

Cash

4,953,304

Directors Wives Loans

-1,375,000

Directors accrued bonuses

-2,731,200

Staff completion bonuses

—

-158,802

Subsidiaries strike off

—

-8,000

Prior Year CT (FY 13)

-351,626

Current Year CT (PBT @ 23%)

-794650

*	Corporation Tax will take account of any tax relief that results in settling debt items at completion

115

APPENDIX C TO SCHEDULE 9

Company Accounting Policies (as referred to in paragraph)

1.	PROFIT AND LOSS ACCOUNT

1.1

Sales

1.1.1

Sales comprise revenue recognised by the Company in respect of goods and services supplied during the period, net of value added tax and credit notes.

1.1.2

Sales are recognised once they are despatched from the Company.

1.1.3

Credit notes are recognised when issued by the Company.

1.1.4

Off – invoice discounts are recognised at the time of sale ie the sales value is calculated net of the discount.

1.2	Gross Margin

1.2.1

Gross margin is arrived at by deducting the landed cost of products sold and margin adjustments from the Sales Value.

1.2.2

Margin adjustments include customer volume sales rebates, marketing allowances and similar customer related discounts, settlement discounts on payments received, and inventory provision adjustments.

(a)

Sales rebates, allowances and discounts are accrued for monthly.

(b)

Settlement discounts are accrued for monthly.

1.2.3

On occasions the Company pays for tooling, moulding and other setup charges. These are not capitalised and are charged in the profit and loss as a gross margin expense.

1.3	Expenditure

1.3.1

Sales costs, including where appropriate agents commissions, are not accounted for in gross margin and are included in overheads.

1.3.2

Operating expenses are booked to profit and loss account as they are incurred, in line with the actual consumption of the service. Exceptions to this include certain marketing, exhibition, catalogue and photography expenditure that are charged to the profit and loss account when the invoice for the expenditure is received.

1.3.3

Staff costs, excluding bonus, are charged to the profit and loss account on a monthly basis as incurred.

1.3.4

Staff bonuses are accrued for monthly on a pro rata basis by reference to amounts paid in prior financial years and are periodically reviewed in accordance with individual performance and likelihood of achieving performance targets.

1.3.5

The Month 13 payment payable to staff employed in Hong Kong is not accrued for and is incurred as paid.

1.4	General

1.4.1

Interest income and charges are recognised in the profit and loss account on a day by day basis as paid.

1.4.2

Exchange gains/losses:

(a)

arise on the difference between the contracted rate at which currency has been purchased via forward contracts and the spot rate at the time of making the stock purchase;

(b)

Monetary Assets and Liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date; and

(c)

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.

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2.	BALANCE SHEET

2.1	Tangible Fixed Assets

2.1.1

Tangible fixed assets are stated at historical cost (together with any incidental costs of acquisition) less accumulated depreciation, less provision for any impairment.

2.1.2

The provision for depreciation is calculated to write off the cost of fixed assets over their estimated useful lives (net of anticipated disposal proceeds), as judged by management, as follows:

(a)

Furniture, Fittings & Equipment: 10-33% straight line basis;

(b)

Motor vehicles: 33.3% reducing balance basis; and

(c)

Short Leasehold Improvements: 10% straight line basis.

2.1.3

No provision is made for dilapidations or any costs of repair on property held under leases.

2.2	Stocks

2.2.1

Stocks are valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving items. Net realisable value is based on selling price less selling costs.

2.2.2

Cost is calculated on a weighted average basis and includes all costs incurred in bringing stock to the Company premises (eg freight, bank charges, marine cargo insurance, duty paid, specific packaging costs, and any specific product testing / QC fees NB – list not intended to be exhaustive).

2.2.3

Goods in Transit are recognised in stock from the point that a shipping Bill of Lading has been issued to the Company. The value of goods in transit is consistent with the valuation of all stock and therefore includes any costs incurred (eg freight).

2.2.4

Stocks are solely products held for onward sale to customers.

2.3	Trade Debtors

Trade debtors are recognised on the balance sheet in line with invoices raised (inclusive of VAT).

A provision against trade debtors is made equal to any known specific bad debts plus 50% of the sum total of 2.3.1, 2.3.2 and 2.3.3:

2.3.1

75% of any debt overdue by 4 months or more (excluding any debts already provided for as a result of a specific provision);

2.3.2

33% of any debt 3 months to 4 months overdue;

2.3.3

20% of any debt 2 months to 3 months overdue.

A Credit Note reserve is also recognised which is consistent with the value of credit notes raised in the prior year as a percentage of sales.

2.4	Prepayments

Prepayments are recognised where amounts have been paid up-front to a supplier of goods or services but the service has not yet been consumed by the Company. Amounts are recognised so as to recognise the expense in profit and loss account over the period of consumption of the service.

Any deposits paid to suppliers in advance of the invoice for goods being received are recognised within other debtors.

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2.5	Trade payables

Trade payables are recognised on the basis of valid invoices received from third party suppliers of goods or services.

Goods in transit (as described in the accounting policy for stock) are recognised within trade creditors, net of any payments already made towards those goods.

2.6	Accruals

Accruals are recognised where goods or services have been consumed by the business but an invoice has not yet been received.

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SCHEDULE 10

Earn Out Consideration

Part 1 – Definitions

1.	In this schedule 10, in addition to the words and expressions defined in clause 1.1, the following definitions shall apply:

Cost of Sales

the stock value at the start of the first day of the Relevant Period, plus the Landed Cost of Products Purchased during the Relevant Period, less Margin Adjustments less Tooling Costs less the value of stock at the end of the last day of the Relevant Period;

Earn Out Payment Date

the date determined pursuant to paragraph 13 of this schedule 10;

Earn Out Period

the period commencing on 15 January 2014 and ending on 31 December 2016 (both dates inclusive);

Gross Profit

in respect of each Relevant Period the aggregate amount of Sales made by the Company in the Relevant Period less Cost of Sales;

Landed Cost of Products Purchased

all costs incurred in the Relevant Period bringing stock to the Company’s premises comprising the purchase invoice value charged by the supplier, any duty paid on importation of such stock, the freight cost of transporting such stock to the Company, bank charges and transaction fees associated with paying suppliers for the stock, the cost of marine cargo insurance, specific packaging costs and any specific product testing or quality control fees in relation to a specific item of stock but excluding those product testing and quality control fees general in scope and application and which are of the type that have been customarily charged to overheads and therefore not taken into account in the Company’s determination of gross profit;

Margin Adjustments

include all customer volume sales rebates, marketing allowances and similar customer related discounts and settlement discounts on payments received liability in respect of which is incurred in the Relevant Period;

Relevant Period

each of (a) 15 January 2014 to 31 December 2014 (both dates inclusive), (b) 1 January 2015 to 31 December 2015 (both dates inclusive) and (c) 1 January 2016 to 31 December 2016 (both dates inclusive);

Sales

shall have the meaning as given in schedule 9 Appendix C Company Accounting Policies;

Stock

shall have the meaning as given in schedule 9 Appendix C Company Accounting Policies;

Tooling Costs

costs incurred by the Company in the Relevant Period in paying for suppliers tooling, moulding and other setup charges.

For the avoidance of doubt all movements on the stock provisions are excluded from Gross Profit for the Earn Out Consideration.

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Part 2 – Calculation and payment

2.	Subject to paragraph 3 below, the Earn Out Consideration shall be calculated as follows:

365 x 2.2 {(Gross Profit for the 1,082 days ended 31 December 2016 divided by 1,082) - (Gross Profit for the 365 days ended 31 December 2013 divided by 365)}

3.	The Earn Out Consideration (if any and prior to any reduction(s) under clauses 3.7 and/or 3.8 of this agreement and/or pursuant to paragraph 6.2 of schedule 11) is capped at £5,500,000 (five million five hundred thousand pounds).

Example :

NB – the numbers used in this example are for illustrative purposes only and are not intended to be an indication of anticipated performance.

Gross profit for the 365 days ending 31st December 2013 is determined as £18,000,000

Gross profit for the month of January 2014 is determined as £1,500,000

Gross Profit for y/e December 2014 is determined as £19,000,000

Gross Profit for y/e December 2015 is determined as £20,000,000

Gross Profit for y/e December 2016 is determined as £21,000,000

Then the gross profit for the 1082 days ending 31 December 2016 is (£19,000,000 + £20,000,000 + £21,000,000 – (14*£1,500,000 / 31)) = £59,322,581

Then

£59,322,581 / 1082 = £54,827 and

£18,000,000 / 365 = £49,315

Therefore the payment due to the Sellers in this example would be equal to

2.2 x 365 x (54,827 – 49,315) = £4,425,908

For the avoidance of doubt, the maximum amount payable to the Sellers is £5,500,000.

For the purposes of calculating the Earn Out Consideration only, the Buyer shall procure that accounts ( Earn Out Accounts ) of the Company for each Relevant Period and in respect of the 12 months ending 31 December 2013 shall be prepared and delivered to the Sellers within 15 Business Days of the earlier to occur of (a) the date it receives the audited accounts of the Company for the Relevant Period in question (or, in the case of preparing the Earn Out Accounts for the 12 months ending 31 December 2013, the audited accounts of the Company for the period 28 May 2013 to 31 December 2013 (both dates inclusive) (or, in the case of preparing the Earn Out Accounts for the 351 days up to 31 December 2014, the audited accounts of the Company for the period 1 January 2014 to 31 December 2014 (both dates inclusive))) and (b) 31 March in the next following Relevant Period (whichever is the first to occur being hereinafter the Due Date ):

4.1	in accordance with the specific accounting policies and procedures set out in appendix B to this schedule 10;

4.2	taking into account any other adjustments as may be agreed in writing between the Buyer and the Sellers;

4.3	subject to that, in accordance with the same accounting policies and procedures applied for the purposes of the Accounts;

4.4	subject to that, in accordance with the applicable accounting principles in force as at 31 December 2013; and

4.5	in the form of the pro-forma Earn Out Accounts being attached in appendix A to this schedule 10;

such policies and procedures to be applied on a consistent basis in respect of each Relevant Period (and the 12 months ending 31 December 2013).

5.	Within 15 Business Days of the Due Date the Buyer shall deliver to the Sellers:

5.1	the relevant Earn Out Accounts;

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5.2	a notification ( Buyer’s Notification ) issued by either the Buyer or (at the Buyer’s discretion) the Buyer’s Accountants stating:

5.2.1

the Gross Profit in respect of the Relevant Period; and

5.2.2

(in the case of the notification accompanying delivery of the Earn Out Accounts for the Relevant Period ending 31 December 2016) the amount of the Earn Out Consideration (if any) payable (and subject to any deduction(s) made in accordance with clauses 3.7 and/or 3.8 of this agreement and/or pursuant to paragraph 6.2 of schedule 11).

Within 20 Business Days of the date of service of the Buyer’s Notification on the Sellers, the Sellers shall either give notice to the Buyer that they accept the Buyer’s Notification or give written notice (an “Objection Notice”) to the Buyer stating that they do not agree with the Buyer’s Notification and setting out any adjustments which they consider are required to the Buyer’s Notification so that it complies with this schedule 10. The Sellers shall be given access to the Buyer’s working papers for the purposes of verifying that the Buyer’s Notification complies with this schedule and preparing an Objection Notice. Any adjustments proposed in an Objection Notice shall be quantified and documented to the extent reasonably practicable.

If the Sellers do not serve an Objection Notice within the period set out in paragraph 6 above, or to the extent that the Sellers do not propose adjustments to the Buyer’s Notification in the Objection Notice, the Sellers shall be deemed to have accepted the Buyer’s Notification which shall become final and binding on the parties on the expiry of that period.

Following service of an Objection Notice, the parties shall use their reasonable endeavours to agree the matters in dispute as soon as possible. If the Buyer and the Sellers are unable to agree on the adjustments proposed in the Objection Notice within 20 Business Days of the date of service of the Objection Notice, the matters in dispute shall be referred, at the request of either party, to an independent chartered accountant (the “Accountant”) for final determination.

The Buyer and the Sellers shall agree the identity of the Accountant and the terms of his engagement in writing. If the Buyer and the Sellers fail to agree on the identity of the Accountant or the terms of his engagement within 10 Business Days of either party serving details of a suggested Accountant on the other, the Accountant shall be nominated by and engaged on such terms as may be specified by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application at any time of either party.

10.	The Accountant shall be instructed to:

10.1	prepare a written decision and give notice of that decision to the parties within a maximum of 3 months of the matter being referred to him;

10.2	certify the amount of the Gross Profit for the Relevant Period; and

10.3	(if relevant) certify the amount (if any) of the Earn Out Consideration.

11.

12.

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13.

Subject to clauses 3.7 and 3.8 of this agreement, paragraphs 6.1 and 8 of schedule 11 and paragraph 15 of this schedule 10 below, the Buyer shall pay the Earn Out Consideration (if any) due to the Sellers in cash in the manner specified in clause 3.2 within 10 Business Days of the later of the date on which:

13.1

the Sellers accept, or are deemed to have accepted, the Buyer’s Notification in respect of the Relevant Period ending 31 December 2016 (the Buyer’s Notification (as adjusted or otherwise) having been agreed in respect of all previous Relevant Periods or the matters in dispute having been subsequently agreed or determined by the Accountant) in accordance with paragraphs 6 and 7; or

13.2

the parties agree in writing that they have resolved all disagreements in relation to the Buyer’s Notification in respect of the Relevant Period ending 31 December 2016 (the Buyer’s Notification (as adjusted or otherwise) having been agreed in respect of all previous Relevant Periods or the matters in dispute having been subsequently agreed or determined by the Accountant); or

13.3

the parties receive notice from the Accountant of his decision in relation to the Buyer’s Notification in respect of the Relevant Period ending 31 December 2016 (the Buyer’s Notification (as adjusted or otherwise) having been agreed in respect of all previous Relevant Periods or the matters in dispute having been subsequently agreed or determined by the Accountant).

Part 3 – Conduct of business during the Earn Out Period

14.	The Buyer undertakes to the Sellers that at all times during the Earn Out Period:

14.1	it shall not take any action, or cause or knowingly permit anything to be done which is deliberately intended to reduce the Gross Profit with the purpose of avoiding or reducing the amount of any Earn Out Consideration;

14.2	it shall not cause or permit the passing of any resolution for the wind-up of the Company (or the cessation of the Company’s business) unless the Company is unable to pay its debts as they fall due and a licensed insolvency practitioner has advised in writing that the Company should be wound up;

14.3

it shall not without the consent of the Sellers divert away from the Company to another member of the Buyer’s Group (a) any of the existing business of the Company (as carried on at the date of this agreement) nor (b) any business opportunities generated by the Company from its own resources operating as an independent business (as opposed to business opportunities generated by reason of being part of the Buyer’s Group);

14.4	it shall ensure that all intra-group transactions between the Company and another member of the Buyer’s Group (excluding the Subsidiaries) are undertaken on an arms length basis and upon reasonable commercial terms consistent with intra-group transactions in other divisions of the Buyer’s Group;

Provided That nothing in this paragraph 14 shall prevent the Buyer taking, causing or permitting anything to be done which is in the best interests of the Buyer’s Group as a whole (given the Buyer’s responsibility to its shareholders).

15.

Disposal

15.1	If at any time during the Earn Out Period:

15.1.1

a controlling interest in the share capital of the Company is transferred or sold to a person outside the Buyer’s Group; or

15.1.2

all or a substantial part of the business of the Company is transferred or sold (other than on the advice of a licensed insolvency practitioner) to a person outside the Buyer’s Group;

then the Buyer on the one hand and the Sellers on the other shall agree in good faith a fair and reasonable calculation of the Earn Out Consideration based on Gross Profit actually

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achieved from the commencement of the Earn Out Period up to the date of such transfer or sale and projected Gross Profit for the remainder of the Earn Out Period (on the assumption such transfer or sale had not taken place but otherwise based on the then known facts, matters and circumstances (including external factors) affecting the business of the Company).

15.2

If the Buyer and the Sellers are unable to agree upon the Earn Out Consideration pursuant to paragraph 15.1 within 40 Business Days of the date of the transfer or sale, the matters in dispute pursuant to paragraph 15.1 shall be referred, at the request of either party, to an independent chartered accountant (the Accountant ) for final determination.

15.3

15.4	The Accountant shall be instructed to:

15.4.1

prepare a written decision and give notice of that decision to the parties within a maximum of 3 months of the matter being referred to him; and

15.4.2

certify the amount of the Earn Out Consideration pursuant to paragraph 15.1.

15.5

15.6

The decision of the Accountant (who shall be deemed to act as an expert and not as an arbitrator) shall be final and binding on the parties, save in the event of fraud or manifest error. The costs of the Accountant in connection with his determination shall be as he directs (taking into account the conduct of the parties and the merits of their respective arguments in relation to the reference made to him) or, in the absence of any such direction, by the Buyer and the Sellers in equal shares.

15.7

If the parties agree the Earn Out Consideration pursuant to this paragraph 15 (or the Earn Out Consideration is determined by the Accountant pursuant to this paragraph 15), the Earn Out Consideration shall (subject to clauses 3.7 and 3.8 of this agreement and paragraphs 6.2 and 8 of schedule 11) be paid by the Buyer to the Sellers within 10 Business Days of the same being agreed or determined (which payment shall, for the avoidance of any doubt, be in full and final satisfaction of the Sellers earn out entitlement, whether pursuant to clause 3.1.3, schedule 10 of this agreement or otherwise).

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APPENDIX A TO SCHEDULE 10

Pro-forma format of Gross Profit calculation


Sales		X

Cost of Sales

Opening Stock	x
Plus:
Landed cost of purchases	x
Tooling Costs	x
Margin Adjustments	x
Less:
Closing Stock	y

		Y

Gross Profit		X - Y

APPENDIX B TO SCHEDULE 10

Specific accounting policies for determining Gross Profit

1.	Adjusted so as to exclude the effect of any and all intra group costs and charges incurred and/or levied on the Company arising out of or in connection with the way in which the Buyer and its subsidiaries organise and effect the procurement and purchase of goods for resale.

2.	Excluding all movements on the stock provisions.

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SCHEDULE 11

Defined Benefit Pension Scheme

1.	On Completion the Buyer will pursuant to clause 4.2.3 procure that the Company pays the Pension Payment to the Defined Benefit Pension Scheme as an employer contribution.

The Buyer and the Sellers shall in good faith co-operate with each other, the Company, the professional trustee of the Defined Benefit Pension Scheme and with any professional advisers engaged by the Buyer and/or the Company and/or the Trustees to develop and execute a plan to wind-up the Defined Benefit Pension Scheme (at no cost to the Buyer) as soon as is reasonably achievable after Completion, it being agreed and acknowledged that:

2.1	this will involve securing in full all benefits payable or contingently payable under the Defined Benefit Pension Scheme with an insurance company (or in such other manner agreed by the Buyer and the Trustees which is permitted by the Rules and overriding legislation);

2.2	the Defined Benefit Pension Scheme actuary has advised that the wind-up is likely to take 18 months to complete;

2.3	the parties will (so far as is in their respective control) use all reasonable endeavours to minimise the Additional Pension Liability;

2.4

existing monthly contributions of £25,000 per month should continue to be paid by the Company to the Defined Benefit Pension Scheme until such time as a wind-up of the Defined Benefit Pension Scheme is triggered, such contributions cease to be payable under the schedule of contributions applicable to the Defined Benefit Pension Scheme or it is agreed with the Trustees to increase, reduce (or cease entirely) such contributions (and in particular such contributions shall cease if the Trustees confirm in writing to the Company that on receipt they will treat the Pension Payment as advance payment of all sums due under the current schedule of contributions);

2.5

the Buyer shall consent and, so far as is in the Buyer’s control, procure that the Company shall consent and the Sellers shall consent and use all reasonable endeavours to procure that the Trustees consent to the wind-up of the Defined Benefit Pension Scheme so far as any such consent shall be required; and

2.6

the Buyer confirms that it has no current intention to remove any of the Trustees or appoint any new Trustees and provided that the termination and winding up of the Defined Benefit Pension Scheme proceeds with reasonable expedition and without undue delay it shall not do so without the consent of the majority of the Trustees unless it has reasonable grounds for doing so and subject to compliance with overriding legislation.

3.	If on its winding up the Defined Benefit Pension Scheme has a Surplus the Buyer and the Sellers shall use their reasonable endeavours to procure that the Surplus is paid (net of any applicable tax) to the Company.

If the Additional Pension Liability (after deducting any Pension Tax Benefit in respect of it) is less than the aggregate of any Surplus Payments, the Buyer shall (subject to clauses 3.7 and 3.8 of this agreement) pay to the Sellers in cash an amount equal to the amount by which the Additional Pension Liability (after deducting any Pension Tax Benefit in respect of it) is less than the aggregate of any Surplus Payments, such amount to be apportioned between the Sellers in the Relevant Proportions. Any such payment shall be treated as an increase in the Consideration.

5.	Subject to clauses 3.7 and 3.8 of this agreement, the Buyer shall pay the amount (if any) due to the Sellers under paragraph 4 above in the manner specified in clause 3.2 of this agreement within 3 months of the Wind-up Date.

If the Additional Pension Liability (after deducting any Pension Tax Benefit in respect of it) LESS the amount of such Additional Pension Liability that has been met by the Sellers in the determination of the Service Agreement Additional Payment (the Adjusted Additional Pension Liability ) is greater than the aggregate of any Surplus Payments, the Sellers shall

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repay to the Buyer in cash an amount equal to the amount by which the Adjusted Additional Pension Liability is greater than the aggregate of any Surplus Payments (the Net Repayment ), such amount to be repaid by the Sellers to the Buyer as follows:

6.1	the Buyer may deduct any or all of the Net Repayment from and set-off the same against the Earn Out Consideration; and/or

6.2	(if and to the extent the amount of the Net Repayment satisfied by the Sellers under paragraph 6.1 above is not sufficient to fully satisfy the Net Repayment) the Sellers shall indemnify the Buyer in full immediately on demand in respect of such shortfall.

7.	Any Net Repayment shall be treated as a reduction in the Consideration and apportioned between the Sellers in the Relevant Proportions.

8.	If the Wind-up Date has not occurred by the Earn Out Payment Date the Buyer shall be entitled to withhold the Earn Out Consideration until such time as the Additional Pension Liability has been calculated as at the Wind-up Date.

9.	Nothing in this schedule 11 shall prejudice, limit or otherwise affect any right or remedy which the Buyer may have from time to time against the Sellers either under this agreement or any of the documents executed pursuant to this agreement or as provided by law.

10.	In this schedule 11 the following definitions apply:

Pension Tax Benefit

the amount by which the Company’s liability to pay corporation tax is reduced as a result of the Additional Pension Liability;

Rules

the rules adopted by a resolution of the Trustees dated 2 September 1996 (as amended from time to time) which currently govern the Defined Benefit Pension Scheme;

Surplus

funds held by the Defined Benefit Pension Scheme to which the paragraph headed “THIRD” in Rule 4.20(e) of the Rules applies;

Surplus Payment

the net amount (after tax) of any payment made to the Company under paragraph 3 above;

Trustees

the trustees of the Defined Benefit Pension Scheme; and

Wind-up Date

the date upon which the Trustees shall have confirmed in writing to the Company that they are satisfied that all benefits payable or contingently payable under the Defined Benefit Pension Scheme have been secured with no assets or liabilities remaining thereunder and providing the Company with copies of (1) the notification of wind-up delivered by them to the Pensions Regulator and (2) the Event Report submitted by them to HMRC confirming that the Defined Benefit Pension Scheme is wound-up and all other liabilities of the Defined Benefit Pension Scheme discharged in full.

Worked Examples

Worked examples for paragraphs 4 and 6 above (which assume all of the Additional Pension Liability attracts tax relief at 23% and that 35% tax is deducted from any Surplus Payment):

Example 1 : Additional Pension Liability £100k, Surplus £200k

Tax Benefit on APL is £23k

Surplus Payment is £130k (£200k less 35% tax)

Paragraph 4 payment to Sellers is £130k - £(100-23)k = £53k

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Example 2 : Additional Pension Liability £500k, No Surplus

Tax Benefit on APL is £115k

Paragraph 5 repayment to Buyer is £385k

Example 3 : Additional Pension Liability £500k, £100k Surplus

Tax Benefit on APL is £115k

Net Surplus Payment is £65k (£100k less 35% tax)

Paragraph 5 repayment to Buyer is £(500-115)k - £65k = £320k

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SCHEDULE 12

Consideration Shares

1.	LOCKUP AGREEMENT Each Seller receiving Consideration Shares under this agreement undertakes, in respect of the Consideration Shares to be issued to him under this agreement, that he shall not, without the prior written consent of the Buyer:

1.1	for the period of 3 years commencing on the Completion Date (the Lockup Period ), create any Encumbrance over any of the Consideration Shares;

1.2

for the Lockup Period, dispose of any interest in any Consideration Shares except through such firm of stockbrokers as may be notified by the Buyer to the Sellers from time to time (which notification the Buyer agrees to provide forthwith upon request and subject to the charges of such stockbrokers not being materially greater than the charges of similar firms of stockbrokers in respect of similar services and subject to the prompt provision of the notification referred to in the foregoing provisions);

1.3	for the period commencing on the Completion Date and ending on the first anniversary of the Completion Date, dispose of any interest in any of the Consideration Shares;

1.4	for the period commencing on the day immediately following the first anniversary of the Completion Date and ending on the second anniversary of the Completion Date, dispose of any interest in more than one third (in aggregate) of the Consideration Shares issued to him under this agreement;

1.5	for the period commencing on the day immediately following the first anniversary of the Completion Date and ending on the third anniversary of the Completion Date, dispose of any interest in more than two thirds (in aggregate) of the Consideration Shares issued to him under this agreement.

1.6

References in paragraph 1 to “Consideration Shares” shall include any shares held by the Sellers arising out of the consolidation, conversion or subdivision of Consideration Shares and any shares acquired by reference to the Consideration Shares whether by way of bonus or rights issue, pre-emption right or in exchange or substitution for any Consideration Shares.

1.7	Notwithstanding the foregoing provisions of this schedule, during the Lockup Period, each such Seller shall be permitted to dispose of any interest in any of the Consideration Shares as follows:

1.7.1

pursuant to (a) a tender offer or exchange offer commenced by the Buyer or (b) a bona fide third party tender offer or exchange offer which is not induced directly or indirectly by such Seller and which is approved by the board of directors of the Buyer or in which such Seller would be disadvantaged, in any material respect, if such Seller failed to tender;

1.7.2

where (whether inter vivos or by testamentary disposition or on intestacy) the disposal is made to a member(s) of the Seller’s family domiciled in the UK or to trustees of any UK based trust, the principal beneficiaries of which are exclusively the Seller and/or members of his family domiciled in the UK or to a UK based corporate or partnership entity which has been established solely to make and manage investments exclusively for the Seller and/or members of his family domiciled in the UK or by way of such Seller executing a declaration of trust in respect of some or all of such Consideration Shares, the beneficiaries of which are exclusively members of his family domiciled in the UK (such declaration of trust to be subject to the prior approval of the Buyer, such approval not to be unreasonably withheld or delayed).

1.8

In the case of a disposal pursuant to paragraph 1.7.2 above, it shall be a condition to such disposal that the transferee or in the case of the declaration of trust the trustees and the beneficiaries (other than those beneficiaries under the age of 18) execute an agreement in the form of this part 1 to this schedule stating that such transferee (or trustees and beneficiaries, as the case may be) is receiving and holding the transferred Consideration Shares (or the relevant interest in such Consideration Shares, as the case may be) subject to the provisions of this agreement.

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1.9	During the Lockup Period, each such Seller shall retain all rights of ownership in the Consideration Shares, including voting rights and the right to receive any dividends that may be declared in respect thereof and paid in cash.

2.	CERTAIN SELLERS’ SECURITIES REPRESENTATIONS

2.1	Investment Representations of certain Sellers.

Each Seller to whom the Buyer will issue Consideration Shares in accordance with clause 3 represents and warrants to the Buyer as follows:

2.1.1

Such Seller has had access to the Buyer’s (i) Annual Report on Form 10-K for the fiscal year ended December 31 2012 (ii) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31 2013, June 30 2013 and September 30 2013 (iii) Current Reports on Form 8-K dated March 6 2013, March 14 2013, March 15 2013, May 2 2013, June 18 2013, June 27 2013, June 28 2013, August 6 2013, August 8 2013, November 6 2013 and November 7 2013 ((i), (ii) and (iii) together being the “Buyer Materials”). Such Seller has based his or her decision to invest on the information contained in the Buyer Materials (including the financial information contained therein), and has not otherwise relied upon any other offering literature or prospectus. Such Seller acknowledges that such Seller has read, understood and is familiar with the risk factors made part of the Buyer Materials, is familiar with the nature of risks attending investments of this type, and has determined that a purchase of the Consideration Shares is consistent with such Seller’s investment objectives.

2.1.2

Such Seller acknowledges that such Seller has been given the opportunity to ask questions of, and receive answers from, representatives of the Buyer regarding the business and current plans of the Buyer and the issuance of the Consideration Shares and has been given the opportunity to inspect such documents and obtain all additional information that such Seller has requested so as more fully to understand the nature of the investment and to verify the accuracy of the information supplied to such Seller. Such Seller acknowledges that no representation or warranty has been made to such Seller, or to such Seller’s advisors or representatives, by the Buyer or others with respect to the business of the Buyer and its financial condition.

2.1.3

Such Seller is an individual and is at least 21 years of age. Such Seller maintains his or her domicile at the address set forth in column 1 of schedule 1 to this agreement.

2.1.4

Such Seller can bear the economic risks of this investment and can afford the loss of such Seller’s entire investment in the Consideration Shares. Such Seller has adequate means of providing for such Seller’s current needs and possible personal contingencies, and has no present or anticipated need for liquidity of this investment in the Buyer. The investment of such Seller in the Buyer is reasonable in relation to such Seller’s net worth and financial needs.

2.1.5

Such Seller understands that the value of the Consideration Shares has been determined based on the average of the closing prices of Lifetime’s Common Stock on the last five trading days preceding the Completion Date as reported by The NASDAQ Stock Market LLC and that no guarantee or other assurance has been given about an increase in value, if any, of the Consideration Shares and that such Seller could lose the total value of such Seller’s investment. Such Seller also understands that the Consideration Shares will be restricted as to marketability, with one-third of the Consideration Shares becoming marketable on each of the first, second and third anniversary dates of the Completion Date as set forth in paragraph 1 of this schedule 12 above.

2.1.6

Such Seller has the requisite knowledge and experience in business and financial matters to be capable of evaluating the merits and risks of an

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investment in the Buyer and has determined that such an investment is a suitable investment or such Seller has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Buyer and to evaluate the merits and risks of such an investment on such Seller’s behalf, and such Seller represents that such Seller understands the nature of this investment which could result in the loss of the total amount of such investment

2.1.7

Such Seller acknowledges that the Buyer has not provided any tax advice or information. Such Seller acknowledges that such Seller must retain such Seller’s own professional advisors to evaluate the tax and other consequences of an investment in the Consideration Shares.

2.1.8

Such Seller understands that the offer and sale of the Consideration Shares have not been passed upon, nor have the merits of this investment been endorsed or approved by, any state or federal authority. Such Seller acknowledges that this offering of Consideration Shares has not been reviewed by the United States Securities and Exchange Commission (“ SEC ”) because of the Buyer’s representations that this is intended to be a non-public offering pursuant to Section 3(b) or Section 4(a)(2) of the United States Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 under Regulation D promulgated thereunder and/or Rule 903 under Regulation S promulgated thereunder.

2.1.9

Such Seller represents that such Seller is investing in the Consideration Shares for such Seller’s own account and not with a view toward the resale, transfer or distribution of all or any part thereof. Such Seller understands that such Seller must bear the economic risk of an investment in the Consideration Shares for an indefinite period. Such Seller has been advised and is aware that the Consideration Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and such Seller agrees not to sell or otherwise dispose of all or any part of the Consideration Shares acquired by such Seller unless the Consideration Shares, or part thereof, as the case may be, is subsequently registered under the Securities Act and such state securities laws as are applicable or unless there are available exemptions from such registrations that are supported by an opinion of counsel for such Seller, which counsel and opinion is satisfactory to the Buyer.

2.1.10

Such Seller understands the meaning and legal consequences of the foregoing representations and warranties. Such Seller certifies that each of the representations and warranties set forth in this part 2 of this schedule is true and correct as of the date hereof and shall survive such date.

2.1.11

Such Seller hereby agrees that the Consideration Shares issued to such Seller pursuant to this agreement, and any certificates and other instruments representing such Consideration Shares, may bear the following legends in addition to any other legends as may be agreed to by such Seller or as may be required by law:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, IS AVAILABLE.

THE SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS AS TO MARKETABILITY PURSUANT TO SCHEDULE 12 OF THAT CERTAIN SHARE PURCHASE AGREEMENT DATED 14 JANUARY 2014 AMONG ANDREW PLANT, RICHARD PLANT, PETER BUSHELL AND

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SALLY WRIGHT AND THE COMPANY. A COPY OF THE SHARE PURCHASE AGREEMENT IS AVAILABLE FROM THE COMPANY UPON REQUEST.

If such Seller is not a “ U.S. Person ” (a “U.S. Person” is defined in Rule 902(k) of Regulation S as any natural person resident in the United States), then the Consideration Shares shall also contain the following legend:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE OR DISPOSITION IS IN COMPLIANCE WITH THE ACT. ACCORDINGLY, THE SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN COMPLIANCE WITH REGULATION S PROMULGATED UNDER THE ACT.

2.1.12

The legends set forth above shall be removed by the Buyer from any certificate evidencing the Consideration Shares upon delivery to the Buyer of an opinion by the Sellers’ counsel in form and substance reasonably satisfactory to the Buyer’s counsel that such Consideration Shares can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Buyer issued the Consideration Shares.

2.1.13

Such Seller acknowledges that such Seller’s investment in the Consideration Shares was not effected by any means of general advertising or general solicitation of an investment in the Buyer and that such investment is considered a private transaction.

2.2	Accredited Investor and Suitability Information.

Such Seller represents and warrants that such Seller has completed the Investor Questionnaire contained in appendix A to this schedule 12 attached hereto, that the information contained therein is complete and accurate as of the date hereof and that all of such Seller’s responses to the information requested therein are incorporated into this agreement as representations and warranties as if fully set forth herein. Such Seller agrees to furnish any additional information requested to assure compliance with applicable United States federal and state securities laws in connection with the issuance of the Consideration Shares.

3.	THE BUYER’S SECURITIES WARRANTIES

3.1

When issued and delivered in accordance with this agreement, the Consideration Shares shall: (i) be duly and validly authorized, issued and outstanding; (ii) be fully paid and non-assessable; (iii) be free and clear of any liens, including, claims or rights under any voting trust agreements, shareholder agreements or other agreements except for the restrictions provided in this agreement; (iv) be listed on The NASDAQ Stock Market LLC; (v) not have been issued in violation of the pre-emptive or other similar rights of any person; and, assuming the accuracy of the certain Sellers’ representations in this schedule, will (vi) be issued and delivered in compliance with all applicable United States federal and state securities laws.

3.2	Subject to the provisions of part 1 of this schedule, the Consideration Shares shall be transferable by such Sellers, pursuant to Rule 144.

3.3	The Buyer is subject to the reporting requirements of the Exchange Act and has filed with the SEC all reports, schedules, registration statements and definitive proxy statements that

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the Buyer was required to file with the SEC on or after December 31 2012 up to the date immediately preceding the date of this agreement, (collectively, the SEC Documents ). Each SEC Document, as of the date of the filing thereof with the SEC (or if amended or superseded by a filing prior to the date hereof, then on the date of such amending or superseding filing), complied in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and the rules and regulations promulgated thereunder and, as of the date of such filing (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), such SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents required to be filed as exhibits to the SEC Documents have been filed as required. Except as set forth in the SEC Documents, the Buyer has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business which, under the generally accepted accounting principles in the United States ( U.S. GAAP ), are not required to be reflected in the financial statements included in the SEC Documents or which, individually or in the aggregate, are not material to the business or financial condition of the Buyer. As of their respective dates, the financial statements of the Buyer included in the SEC Documents have been prepared in accordance with U.S. GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Buyer as of the date thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments).

3.4

The Buyer files supplementary and periodic information, documents and reports pursuant to Section 13 of the Exchange Act, Lifetime’s Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on The NASDAQ Stock Market LLC. The Buyer currently meets the continuing eligibility requirements for listing on The NASDAQ Stock Market LLC and has not received any notice from such market or the Financial Industry Regulatory Authority of the United States that it does not currently satisfy such requirements or that such continued listing is in any way threatened. The Buyer has taken no action designed to, or which would reasonably be expected to have the effect of terminating the registration of its Common Stock under the Exchange Act or delisting the Common Stock from The NASDAQ Stock Market LLC.

3.5

The Buyer’s financial condition is, in all material respects, as described in the SEC Documents, except for changes in the ordinary course of business. As of the date of this agreement, except for changes in the ordinary course of business, since September 30 2013, there has been no (i) material adverse change to the Buyer’s business, operations, properties, financial condition, or results of operations or (ii) change by the Buyer in its accounting principles, policies and methods except as required by changes in the U.S. GAAP or applicable law.

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APPENDIX A TO SCHEDULE 12

Investor Questionnaire

(All Information Will Be Treated Confidentially)

This Investor Questionnaire (“Questionnaire”) must be completed by each Seller to whom the Buyer will issue Consideration Shares in accordance with clause 3 of the Share Purchase Agreement dated 14 January 2014 among Andrew Plant, Richard Plant, Peter Bushell and Sally Wright and Lifetime Brands, Inc. (the “Agreement”). Words or expressions defined in the Agreement have, unless the context otherwise requires, the same meanings in this Questionnaire.

The Consideration Shares are being offered without registration under the United States Securities Act of 1933, as amended (the “Securities Act”), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder and/or Regulation S promulgated thereunder and/or in reliance on similar exemptions under applicable state laws. The Buyer must determine that each such Seller meets certain suitability requirements before issuing Consideration Shares to such Seller. The purpose of this Questionnaire is to assure the Buyer that each such Seller meets the applicable suitability requirements. The information supplied by each such Seller will be used in determining whether such Seller meets such criteria, and reliance upon the private offering, Regulation D and/or Regulation S exemptions from registration is based in part on the information supplied in this Questionnaire.

This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Each such Seller’s answers will be kept strictly confidential except to the extent that they may be requested by the United States Securities and Exchange Commission or state securities regulators. By signing this Questionnaire, each such Seller will be authorizing the Buyer to provide a completed copy of this Questionnaire to such parties as the Buyer deems appropriate in order to ensure that the offer and sale of the Consideration Shares will not result in a violation of the Securities Act or the securities laws of any state and that each such Seller otherwise satisfies the suitability standards applicable to the recipients of the Consideration Shares. Each such Seller must answer all applicable questions and complete, date and sign this Questionnaire. Each such Seller’s responses should be printed or typed and additional sheets of paper should be attached if necessary to complete the answers to any item.

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The undersigned (the “Undersigned”) represents and warrants to Lifetime Brands, Inc. (the Buyer) that the information regarding the Undersigned set forth below is true and correct:

1.	BACKGROUND INFORMATION:

Name:

Principal Residence Address:

(Number and Street)


(City) (State) (Zip Code)

Telephone:

If an individual:

Age: Citizenship:

2.	STATUS AS ACCREDITED INVESTOR

By initialising this line the Undersigned represents and warrants that the Undersigned is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as at the time of the issuance of the Consideration Shares. The Undersigned falls within one or both of the following categories (please initial one or both, as applicable): *

2.1	Any natural person whose individual net worth or joint net worth with that person’s spouse, at the time of issuance, exceeds $1,000,000 (£ );

2.2	Any natural person who had an individual income in excess of $200,000 (£ ) in each of the two most recent years or joint income with that person’s spouse is in excess of $300,000 (£ ) in each of those years and has a reasonable expectation of reaching the same income in the current year.

The Undersigned acknowledges that the Buyer has the right to require evidence of the Undersigned’s status as an accredited investor.

As used in this Questionnaire, the term “net worth” means the excess of total assets over total liabilities. In computing net worth for such purpose, the principal residence of the investor must be valued at cost, including cost of improvements, or at recently appraised value by an institutional lender making a secured loan, net of encumbrances. In determining income, the investor should add to the investor’s adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, contributions to a retirement plan, alimony payments and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

3.	STATUS AS NOT A “U.S. PERSON”

Notwithstanding anything contained in Section 2 above, by initializing this line the Undersigned:

3.1	represents and warrants that the Undersigned is not a “ U.S. Person ” (a “U.S. Person is defined in Rule 902(k) of Regulation S as any natural person resident in the United States) and is not acquiring the Consideration Shares for the account or benefit of any U.S. Person.

3.2	acknowledges the Undersigned’s understanding that the offering and sale of the Consideration Shares is also intended to be exempt under the Securities Act by virtue of Regulation S;

3.3	acknowledges that the acquisition of the Consideration Shares by the Undersigned is not taking place within the “United States,” as defined in Rule 902(l) of Regulation S, but rather in an “offshore transaction,” as defined in Rule 902 (h) of Regulation S;

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3.4

understands and acknowledges that the Consideration Shares are not registered under the Securities Act and as the Undersigned agrees to resell the Consideration Shares only in accordance with the provisions of Regulation S (subject to the other provisions of the Agreement), pursuant to registration under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act;

3.5	acknowledges that the Consideration Shares have not been registered under the laws of any other country or jurisdiction, and that the Buyer takes no responsibility for complying with such laws;

3.6	understands that the Buyer will not register any transfer of the Consideration Shares not made in accordance with Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption under the Securities Act.

IN WITNESS WHEREOF, the Undersigned has executed this Questionnaire this day of January 2014, and declares under oath that it is truthful and correct.

Print Name of the Undersigned:

Signature:

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SCHEDULE 13

Code of Conduct and Code of Ethics

LIFETIME BRANDS, INC. CODE OF CONDUCT

The reputation and integrity of Lifetime Brands, Inc. and its subsidiaries (the “Company”) are valuable assets that are vital to the Company’s success. Each employee of the Company, including each of the Company’s officers, is responsible for conducting the Company’s business in a way that demonstrates a commitment to the highest standards of integrity. No Code of Conduct can replace the thoughtful behavior of an ethical employee. The purpose of this Code of Conduct is to focus employees on areas of ethical risk, provide guidance to help employees to recognize and deal with ethical issues, provide mechanisms for employees to report unethical conduct or conduct that is illegal will constitute a violation of this Code of Conduct, regardless of whether such conduct is specifically referenced herein.

The Company’s Board of Directors is ultimately responsible for the implementation of the Code of Conduct. The Board has designated Jeffrey Siegel, the Company’s Chief Executive Officer, and Laurence Winoker, the Company’s Chief Financial Officer, or their respective successors in these capacities, to be the compliance officers (the “Compliance Officers”) for the implementation and administration of this Code of Conduct.

The Board has also appointed an officer responsible for the implementation and administration of this Code of Conduct in the United Kingdom. The UK Compliance Officer is Peter Murphy.

Questions regarding the application or interpretation of the Code of Conduct are inevitable. Employees should feel free to direct questions to either Compliance Officer or, in the UK, the UK Compliance Officer. In addition, employees, workers, consultants or officers who observe, learn of, or, in good faith, suspect a violation of the Code of Conduct, must immediately report the violation to one of the Compliance Officers (or the UK Compliance Officer in the case of a suspected violation within the UK), another member of the Company’s senior management, or to the Audit Committee of the Board of Directors.

No-one who reports violations or suspected violations in good faith will be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible. Unless otherwise provided in applicable laws, a violation of the Code of Conduct may result in disciplinary action, up to and including summary termination of employment, depending on the circumstance.

Request for a waiver of a provision of the Code of Conduct must be submitted in writing to one of the Compliance Officers (or the UK Compliance Officer in the case of a suspected violation within the UK) for appropriate review, and an officer, director or appropriate Board committee will decide the outcome. For conduct involving an officer or Board member, only the Board of Directors or the Audit Committee of the Board, have the authority to waive a provision of the Code of Conduct. The Audit Committee must review and approve any “related party” transaction as defined in Item 404(a) of Regulation S-K before it is consummated. In the event of an approved waiver involving the conduct of an officer or Board member, appropriate disclosure must be made to the Company’s stockholders as and to the extent required by listing standards or any other regulation or applicable laws. Statements in the Code of Conduct to the effect that

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certain actions may be taken only with “Company approval” will be interpreted to mean that appropriate officers or the Board of Directors must give prior written approval before the proposed action may be undertaken.

This Code of Conduct should be read in conjunction with the Company’s other policy statements.

Employees will receive periodic training on the contents and importance of the Code of Conduct and related policies within the jurisdictions in which they are based and for which they are responsible and the manner in which violations must be reported and waivers must be requested. As set out below, certain employees of the Company will be asked to certify on an annual basis that he/she is in full compliance with the Code of Conduct and related policy statements.

I.	Violations of Law

A variety of laws apply to the Company and its operations, and some carry criminal penalties. These laws include banking regulations, securities laws, and state and other laws relating to duties owed by corporate directors and officers. Examples of criminal violations of the law include: stealing, embezzling, misapplying corporate or bank funds, using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Company’s activities. The Company must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violation.

II.

Anti-bribery Policy

The Company does not wish to obtain business advantages by offering or receiving improper payments or anything of value, even in countries where such practices may be accepted. The United States Foreign Corrupt Practices Act (FCPA), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UK Bribery Act and the United Nations Convention Against Corruption, anti-bribery laws and regulations of the People’s Republic of China, as well as numerous other anticorruption laws around the world, underscore the worldwide concern over bribery.

The Company’s policy is that no employee, officer, consultant or worker will offer or make or agree to receive or accept any improper payment or anything of value to or from anyone anywhere in the world in order to obtain or retain business or to secure any improper advantage nor will they accept payment from a third party that they know or suspect is offered with the expectation that it will obtain a business advantage for that third party.

We will give up any business opportunity that can be won only by giving an improper or illegal payment, bribe, gift, rebate, kickback, or similar inducement.

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In addition, no employee, officer, consultant or worker will threaten or retaliate against a colleague who has refused to commit a bribery offense or who has raised concerns under this Code of Conduct.

III.

Conflicts of Interest

A conflict of interest can occur or appear to occur in a wide variety of situations. Generally speaking a conflict of interest occurs when an employee’s or any employee’s immediate family’s personal interest interferes with, has the potential to interfere with, or appears to interfere with the interests or business of the Company. For example, a conflict or interest could arise that makes it difficult for an employee to perform corporate duties objectively and effectively where he/she is involved in a competing interest. Another such conflict may occur where an employee or a family member receives a gift ¹ , a unique advantage or an improper personal benefit as a result of the employee’s position at the Company. Because a conflict of interest can occur in a variety of situations, you must keep the foregoing general principle in mind in evaluating both your conduct and that of others.

Employees are prohibited from trading in securities while in possession of material inside information. Among other things, trading while in possession of material inside information can subject the employee to criminal or civil penalties.

Outside Activities/Employment

Any outside activity, including employment, should not significantly encroach on the time and attention employees devote to their corporate duties, should not adversely affect the quality or quantity of their work, and should not make use of corporate equipment, facilities, or supplies, or imply (without the Company’s approval) the Company’s sponsorship or support. In addition, under no circumstances are employees permitted to compete with the Company, or take for themselves or their family members business opportunities that belong to the Company that are discovered or made available by virtue of their positions at the Company. Employees are prohibited from taking part in any outside employment without the Company’s prior approval.

Civic/Politic Activities

Employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their company-related duties and is not otherwise in breach of this Code of Conduct. Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of Company involvement or endorsement.

Loans to Employees

The Company will not make loans or extend credit guarantees to or for the personal benefit of officers, except as permitted by law. Loans or guarantees may be extended to other employees only with prior Company approval.

¹	Acceptance of unsolicited gifts in the nature of a memento, e.g. a conference gift or other inconsequential gift, valued at less than one hundred dollars ($100), is permitted. Under no circumstances may an employee or a family member accept a gift of cash or cash equivalents.

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IV.

Fair Dealing

Each employee should deal fairly and in good faith with the Company’s customer’s suppliers, regulators, business partners, and others. No employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information, or other related conduct.

V.	Proper Use of Company Assets

Company assets, such as information, materials, supplies, time, intellectual property, facilities, software, and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, may be used only for legitimate business purposes. The personal use of Company assets, without the Company’s prior written approval, is prohibited.

VI.

Delegation of Authority

Each employee, and particularly each of the Company’s officers, must exercise due care to ensure that any delegation of authority is reasonable and appropriate in scope, and includes appropriate and continuous monitoring. No authority may be delegated to employees whom the Company has reason to believe, through the exercise of reasonable due diligence, may have a propensity to engage in illegal activities.

VII.

Handling Confidential Information

Employees should observe the confidentiality of information that they acquire by virtue of their positions at the Company, including information concerning customers, suppliers, competitors, and other employees, except where disclosure is approved by the Company or otherwise legally mandated. Of special sensitivity is financial information, which should under all circumstances be considered confidential except where its disclosure is approved by the Company in writing in advance, or when it has been publicly available in a periodic or special report for at least two business days.

VIII.

Handling of Financial Information

Applicable laws require the Company to set forth guidelines pursuant to which senior financial employees perform their duties. Employees subject to this requirement include the principal financial officer, comptroller or principal accounting officer, and any person who performs a similar function. However, the Company expects that all employees who participate in the preparation of any part of the Company’s financial statements will follow these guidelines.

•

Act with honesty and integrity, avoiding actual or apparent conflicts of interest with the Company in personal and professional relationships.

•

Provide the Company’s other employees, consultants, and advisors with information that is accurate, complete, objective, relevant, timely and understandable.

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•

Endeavor to ensure full, fair, timely, and understandable disclosure in the Company’s periodic reports.

•

Comply with rules and regulations of national, federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

•

Act in good faith, responsibly, and with due care, competence and diligence without misrepresenting material facts or allowing your independent judgment to be subordinated.

•

Respect the confidentiality of information acquired in the course of your work except where you have Company approval or where disclosure is otherwise legally mandated. Confidential information acquired in the course of your work will not be used for personal advantage.

•

Share and maintain skills important and relevant to the Company’s needs.

•

Proactively promote ethical behavior among peers in your work environment.

•

Achieve responsible use of and control over all assets and resources employed or entrusted to you.

•

Record or participate in the recording of entries in the Company’s books and records that are accurate to the best of your knowledge.

The foregoing are set as guidelines for financial employees, but are, in fact statements of mandatory conduct.

IX.

Implementation and General Issues

It is the responsibility of each Company manager to ensure compliance with the Code of Conduct.

The Company’s outside independent auditors shall call to the attention of the Chief Executive Officer, the Chief Financial Officer and the Audit Committee of the Company any information disclosed as a result of any of their audits that indicates a violation of the Code of Conduct.

A copy of the Code of Conduct will be circulated to all employees and directors, and each employee and director shall annually and, in the case of a newly elected director, upon their election or, in the case of newly hired employees, upon their hiring or, in the case of employees employed by a company acquired by the Company, upon the acquisition of such company, file a report of compliance with the Chief Executive Officer and the Chief Financial Officer of the Company. Each of the Chief Executive Officer and the Chief Financial Officer of the

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Company shall file a report of compliance with the Board of Directors of the Company. The failure to timely complete and file a report of compliance, as well as a falsely completed report of compliance, will be grounds for disciplinary action up to and including summary termination of employment, unless otherwise provided in applicable laws.

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LIFETIME BRANDS, INC.

CODE OF ETHICS

While Lifetime Brands, Inc. (the “Company”) expects honest and ethical conduct from all of its employees in all aspects of business, the Chief Executive Officer and Finance Department personnel of the Company have a unique responsibility to adhere to general ethical conduct and integrity, and to promote fair, accurate, and timely reporting of the Company’s financial results and other information that the Company publicly releases and includes in reports that the Company files with the Securities Exchange Commission (“SEC”). The Chief Executive Officer, as well as all members of the Company’s Finance Department are bound by the following Code of Ethics, under which each agrees that he or she shall:

•

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships and to disclose to the Chairman of the Audit Committee of the Company’s Board of Directors, the Company’s General Counsel, or the Company’s Director of SEC Reporting and Internal Audit, any material transaction or relationship that reasonably could be expected to give rise to such a conflict.

•

Provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and other government agencies as well as in all other public communications of the Company.

•

Comply with all applicable governmental laws, rules and regulations.

•

Proceed to act in good faith, responsibly, with due care, competence and diligence, without manipulating or misrepresenting material facts or allowing one’s independent judgment or decisions to be subordinated.

•

Respect the confidentiality of information acquired in the course of his or her duties, except when authorized or legally obligated to disclose such confidential information, and not use any such confidential information for personal advantage.

•

Actively promote and set forth an example of ethical behavior.

•

Maintain responsible use of and control over all assets and resources employed or entrusted.

•

Promptly report to the Chairman of the Company’s Audit Committee, the Company’s General Counsel, or the Company’s Director of SEC Reporting and Internal Audit any conduct that the individual believes to be or would give rise to a violation of law or business ethics or of any provision of this Code of Ethics or the Company’s Code of Business Conduct.

It is against the Company’s policy to retaliate against any employee for good faith reporting of any violations of this Code of Ethics. Violation of this Code of Ethics, including failures to report potential violations by others, will be viewed as severe disciplinary matters which may result in personnel action, including termination of employment.

This Code of Ethics supplements the Company’s Code of Business Conduct, which sets forth the fundamental principles and key policies and procedures that govern the conduct of all of the Company’s employees.

If you have any questions or concerns with this Code of Ethics, you may contact the Chairman of the Audit Committee of the Company’s Board of Directors, the Company’s General Counsel, or the Company’s Director of SEC Reporting and Internal Audit.

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SCHEDULE 14

Additional Property Matters

1.	In this schedule the following words shall have the following meanings:

1.1	“Holloway Head Property” means the land and buildings to which the Holloway Head Lease relates; and

1.2	“Valepits Road Property” means the land and buildings to which the Valepits Road Lease relates.

2.	Air Conditioning Units at Valepits Road

2.1	The parties acknowledge that the use of R22 refrigerant in the existing air conditioning units at the Valepits Road Property will be unlawful from 1 January 2015 (the Breach )

2.2	The Sellers and the Buyer shall immediately after the date of this agreement (acting reasonably) jointly investigate the proposed solution to remedy the Breach.

2.3	The parties shall investigate the following remedies in the following order:

2.3.1

decommissioning of the existing air conditioning units without replacement;

2.3.2

use of an alternative compliant refrigerant in the existing air conditioning units and for the avoidance of doubt, if this solution is available it shall be deemed to be reasonable; and (where no other reasonable solution is available)

2.3.3

replacement of the air conditioning units with compliant air conditioning units.

2.4

The decision as to what is an acceptable solution shall be determined solely by the Buyer who shall act reasonably and properly at all times and who shall use reasonable endeavours to agree the most cost effective solution and for the avoidance of doubt the Buyer shall be entitled to take into account amongst other considerations health and safety regulations.

2.5	For the avoidance of doubt the parties agree that if notice to determine the Valepits Road Lease has been served prior to 1 January 2015 then it shall be reasonable for the existing air conditioning units to be decommissioned on or before 1 January 2015 and not replaced.

2.6

Any works involved in providing a solution to the Breach shall be carried out or procured by the Company but shall be at the sole cost of the Sellers and the Sellers shall reimburse the Buyer or the Company (as appropriate) the reasonable and proper cost of any such works within ten Business Days of written demand. Any sum not paid when due shall carry interest at 4% above the base rate of the Bank of England from the due date to the date of payment and the Sellers shall indemnify the Buyer and the Company in respect of the costs of such works.

3.	Repairs at Holloway Head

3.1	The Buyer may at any time whilst the Company remains in occupation of the Holloway Head Property serve written notification on the Sellers advising the Sellers that in the Buyer’s reasonable opinion:

3.1.1

the state of repair of the spalled concrete soffits on the roof top plant rooms at the Holloway Head Property has deteriorated from the condition they are in at the date hereof such that works are reasonably necessary to ensure that such soffits do not cause a breach of health and safety regulations; and

3.1.2

that works are reasonably necessary to remedy any breach existing at the date of this agreement of The Fire Safety Order 2005 and/or The Regulatory Reform (Fire Safety) Order 2005 at the Holloway Head Property.

3.2

The cost of carrying out any works pursuant to paragraph 3.1 shall be carried out or procured by the Buyer but shall be at the sole cost of the Sellers and the Sellers shall reimburse the Buyer or the Company (as appropriate) the reasonable and proper cost of any such works within ten Business Days of written demand. Any sum not paid when due shall carry interest at 4% above the base rate of the Bank of England from the due date to the date of payment and the Sellers shall indemnify the Buyer and the Company in respect of the costs of such works.

143

General

4.1	The Buyer and the Sellers shall use reasonable endeavours to minimise the costs of carrying out the works required under this schedule 14.

4.2	Any payment due to be made by the Sellers under this schedule in respect of the works shall be paid net of VAT and shall be reduced by any corporation tax deduction arising in respect of these items.

5.	Dispute Mechanism

5.1	In the event that the Sellers acting reasonably believes that the Buyer is acting unreasonably in relation to any matters set out in this schedule then the parties shall agree on the appointment of an independent surveyor (the Expert ) to deal with any disputes arising under this schedule.

5.2

If the parties are unable to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to request the President of the Royal Institute of Chartered Surveyors to appoint a surveyor of repute with experience in the relevant area.

5.3	The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of 2 weeks of the matter being referred to the Expert.

5.4	If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this paragraph then:

5.4.1

either party may apply to the Royal Institute of Chartered Surveyors to discharge the Expert and to appoint a replacement Expert with the required expertise; and

5.4.2

this paragraph shall apply to the new Expert as if he were the first Expert appointed.

5.5	All matters under this clause must be conducted, and the Expert’s decision shall be written, in the English language.

5.6	The parties are entitled to make submissions to the Expert in writing and will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.

5.7	Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel and/or things as the other party may reasonably require to make a submission under this paragraph.

5.8

The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the dispute which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him and/or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud.

5.9	The party found to be acting unreasonably shall bear the entire cost of the reference to the Expert and shall be responsible for and indemnify the Sellers or Buyer as appropriate in respect of all costs incurred as a result of the referral to the Expert.

5.10	Each party shall act reasonably and co-operate to give effect to the provisions of this paragraph and otherwise do nothing to hinder or prevent the Expert from reaching his determination.

5.11	The Company is expressly entitled to enforce the provisions of this Schedule against the Sellers notwithstanding that the Company is not a party to this agreement.

144


EXECUTED and DELIVERED as a DEED		)

by ANDREW JOHN PLANT in the presence of:		)

Witness Signature

Witness Name	Tom Rush

Address	Gateley LLP One Eleven, Edmund Street, Birmingham B3 2HJ dx 13033 Birmingham 1 tel 0121 234 0000 fax 0121 234 0001

Occupation	SOLICITOR

EXECUTED and DELIVERED as a DEED		)

by RICHARD THOMAS HUGO PLANT in		)
the presence of:

Witness Signature

Witness Name	Tom Rush

Address	Gateley LLP
	One Eleven, Edmund Street, Birmingham B3 2HJ
	dx 13033 Birmingham 1
	tel 0121 234 0000 fax 0121 234 0001

Occupation	SOLICITOR

EXECUTED and DELIVERED as a DEED		)

by PETER WYVERN PATRICK BUSHELL		)
in the presence of:

Witness Signature

Witness Name	Tom Rush

Address	Gateley LLP
	One Eleven, Edmund Street, Birmingham B3 2HJ
	dx 13033 Birmingham 1
	tel 0121 234 0000 fax 0121 234 0001

Occupation	SOLICITOR

145


EXECUTED and DELIVERED as a DEED		)

by SALLY JOAN WRIGHT in the presence of:		)

Witness Signature

Witness Name	Tom Rush

Address	Gateley LLP One Eleven, Edmund Street, Birmingham B3 2HJ dx 13033 Birmingham 1 tel 0121 234 0000 fax 0121 234 0001

Occupation	SOLICITOR

EXECUTED and DELIVERED as a DEED		)

by LIFETIME BRANDS, INC. a company		)	Director
incorporated in the United States of		)
America, acting by a director who, in		)
accordance with the laws of that territory, is		)
acting under the authority of the company in		)
the presence of:

Witness Signature

Witness Name	Tom Rush

Address	Gateley LLP One Eleven, Edmund Street, Birmingham B3 2H dx 13033 Birmingham 1 tel 0121 234 0000 fax 0121 234 0001

Occupation	SOLICITOR

146

Exhibit 99.3

EXECUTION COPY

LOGO

SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of

January 13, 2014

among

LIFETIME BRANDS, INC., as the Company

The Foreign Subsidiary Borrowers Party Hereto

The Other Loan Parties Party Hereto

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Co-Collateral Agent

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Syndication Agent and a Co-Collateral Agent

J.P. MORGAN SECURITIES LLC,

as Sole Bookrunner and Sole Lead Arranger

TABLE OF CONTENTS


ARTICLE I Definitions			1

SECTION 1.01. Defined Terms			1
SECTION 1.02. Classification of Loans and Borrowings			43
SECTION 1.03. Terms Generally			44
SECTION 1.04. Accounting Terms; GAAP			44
SECTION 1.05. Status of Obligations			44
SECTION 1.06. Amendment and Restatement of the Existing Credit Agreement			45

ARTICLE II The Credits			45

SECTION 2.01. Commitments			45
SECTION 2.02. Loans and Borrowings			46
SECTION 2.03. Requests for Borrowings			46
SECTION 2.04. Determination of Dollar Amounts			47
SECTION 2.05. Protective Advances			48
SECTION 2.06. Swingline Loans and Overadvances			48
SECTION 2.07. Letters of Credit			51
SECTION 2.08. Funding of Borrowings			55
SECTION 2.09. Interest Elections			55
SECTION 2.10. Termination and Reduction of Commitments; Increase in Commitments			57
SECTION 2.11. Repayment and Amortization of Loans; Evidence of Debt			59
SECTION 2.12. Prepayment of Loans			60
SECTION 2.13. Fees			62
SECTION 2.14. Interest			63
SECTION 2.15. Alternate Rate of Interest			63
SECTION 2.16. Increased Costs			64
SECTION 2.17. Break Funding Payments			65
SECTION 2.18. Taxes			66
SECTION 2.18A. U.K. Tax			69
SECTION 2.19. Payments Generally; Allocation of Proceeds; Sharing of Set-offs			72
SECTION 2.20. Mitigation Obligations; Replacement of Lenders			75
SECTION 2.21. Defaulting Lenders			76
SECTION 2.22. Returned Payments			77
SECTION 2.23. Judgment Currency			78
SECTION 2.24. Designation of Foreign Subsidiary Borrowers			78
SECTION 2.25. Banking Services Obligations and Swap Obligations			78

ARTICLE III Representations and Warranties			79

SECTION 3.01. Organization; Powers			79
SECTION 3.02. Authorization; Enforceability			79
SECTION 3.03. Governmental Approvals; No Conflicts			79
SECTION 3.04. Financial Condition; No Material Adverse Change			79
SECTION 3.05. Properties			80
SECTION 3.06. Litigation and Environmental Matters			80


SECTION 3.07. Compliance with Laws and Agreements			80
SECTION 3.08. Investment Company Status			80
SECTION 3.09. Taxes			80
SECTION 3.10. ERISA; Non-U.S. Pension Plans.			81
SECTION 3.11. Disclosure			81
SECTION 3.12. Material Agreements			81
SECTION 3.13. Solvency			81
SECTION 3.14. Insurance			82
SECTION 3.15. Capitalization and Subsidiaries			82
SECTION 3.16. No Burdensome Restrictions			82
SECTION 3.17. Federal Reserve Regulations			82
SECTION 3.18. Security Interest in Collateral			82
SECTION 3.19. Employment Matters			82
SECTION 3.20. Common Enterprise			83
SECTION 3.21. Anti-Corruption Laws and Sanctions			83

ARTICLE IV Conditions			83

SECTION 4.01. Effective Date			83
SECTION 4.02. Each Credit Event			85
SECTION 4.03. Designation of a Foreign Subsidiary Borrower			85

ARTICLE V Affirmative Covenants			88

SECTION 5.01. Financial Statements; Borrowing Base and Other Information			88
SECTION 5.02. Notices of Material Events			91
SECTION 5.03. Existence; Conduct of Business			91
SECTION 5.04. Payment of Obligations			92
SECTION 5.05. Maintenance of Properties			92
SECTION 5.06. Books and Records; Inspection Rights			92
SECTION 5.07. Compliance with Laws			92
SECTION 5.08. Use of Proceeds			92
SECTION 5.09. Insurance			93
SECTION 5.10. Casualty and Condemnation			93
SECTION 5.11. Appraisals			93
SECTION 5.12. Field Examinations			93
SECTION 5.13. Depository Banks			93
SECTION 5.14. Additional Collateral; Further Assurances			94
SECTION 5.15. Financial Assistance			95

ARTICLE VI Negative Covenants			95

SECTION 6.01. Indebtedness			95
SECTION 6.02. Liens			97
SECTION 6.03. Fundamental Changes			99
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions			99
SECTION 6.05. Asset Sales			101
SECTION 6.06. Sale and Leaseback Transactions			102
SECTION 6.07. Swap Agreements			102
SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness			102
SECTION 6.09. Transactions with Affiliates			103


SECTION 6.10. Restrictive Agreements			104
SECTION 6.11. Amendment of Material Documents			104
SECTION 6.12. Fixed Charge Coverage Ratio			104
SECTION 6.13. Senior Leverage Ratio			104

ARTICLE VII Events of Default			105

ARTICLE VIII The Administrative Agent and The Co-Collateral Agents			108

ARTICLE IX Miscellaneous			113

SECTION 9.01. Notices			113
SECTION 9.02. Waivers; Amendments			115
SECTION 9.03. Expenses; Indemnity; Damage Waiver			117
SECTION 9.04. Successors and Assigns			119
SECTION 9.05. Survival			122
SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution			123
SECTION 9.07. Severability			123
SECTION 9.08. Right of Setoff			123
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process			124
SECTION 9.10. WAIVER OF JURY TRIAL			125
SECTION 9.11. Headings			125
SECTION 9.12. Confidentiality			125
SECTION 9.13. Several Obligations; Nonreliance; Violation of Law			126
SECTION 9.14. USA PATRIOT Act			126
SECTION 9.15. Disclosure			126
SECTION 9.16. Appointment for Perfection			126
SECTION 9.17. Interest Rate Limitation			126
SECTION 9.18. No Advisory or Fiduciary Responsibility			127

ARTICLE X Loan Guaranty			127

SECTION 10.01. Guaranty			127
SECTION 10.02. Guaranty of Payment			128
SECTION 10.03. No Discharge or Diminishment of Loan Guaranty			128
SECTION 10.04. Defenses Waived			129
SECTION 10.05. Rights of Subrogation			129
SECTION 10.06. Reinstatement; Stay of Acceleration			129
SECTION 10.07. Information			129
SECTION 10.08. Termination			129
SECTION 10.09. Taxes			130
SECTION 10.10. Maximum Liability			130
SECTION 10.11. Contribution			130
SECTION 10.12. Liability Cumulative			131
SECTION 10.13. Affected Foreign Subsidiaries			131
SECTION 10.14. Keepwell			131

ARTICLE XI			131

The Borrower Representative .			131

iii


SECTION 11.01. Appointment; Nature of Relationship			131
SECTION 11.02. Powers			132
SECTION 11.03. Employment of Agents			132
SECTION 11.04. Notices			132
SECTION 11.05. Successor Borrower Representative			132
SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate			132
SECTION 11.07. Reporting			132

ARTICLE XII			132

Collection Allocation Mechanism			132

SCHEDULES:

Schedule 2.01 – Commitments

Schedule 2.07 – Existing Letters of Credit

Schedule 3.05 – Properties

Schedule 3.06 – Disclosed Matters

Schedule 3.14 – Insurance

Schedule 3.15 – Capitalization and Subsidiaries

Schedule 6.01 – Existing Indebtedness

Schedule 6.02 – Existing Liens

Schedule 6.03 – Fundamental Changes

Schedule 6.04 – Existing Investments

Schedule 6.09 – Transaction with Affiliates

Schedule 6.10 – Existing Restrictions

EXHIBITS:

Exhibit A – Form of Assignment and Assumption

Exhibit B – Form of Opinion of Loan Parties’ Counsel

Exhibit C – Form of Borrowing Base Certificate

Exhibit D – Form of Compliance Certificate

Exhibit E – Joinder Agreement

Exhibit F – List of Closing Documents

Exhibit G-1 – Form of U.S. Tax Certificate (for Non-U.S. [Lenders][Participants] That Are Not Partnerships)

Exhibit G-2 – Form of U.S. Tax Certificate (for Non-U.S. [Lenders][Participants] That Are Partnerships)

Exhibit H-1 – Form of Borrowing Subsidiary Agreement

Exhibit H-2 – Form of Borrowing Subsidiary Termination

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 13, 2014 (as it may be amended or modified from time to time, this “ Agreement ”), among LIFETIME BRANDS, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Co-Collateral Agent, and HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and a Co-Collateral Agent.

WHEREAS, the Company, certain other Loan Parties, the Lenders and the Administrative Agent are currently party to that certain Amended and Restated Credit Agreement, dated as of October 28, 2011 (as amended prior to the date hereof, the “ Existing Credit Agreement ”).

WHEREAS , the Borrowers, certain other Loan Parties, the Lenders and the Administrative Agent have agreed to enter into this Agreement in order to (i) amend and restate the Existing Credit Agreement in its entirety; (ii) re-evidence the “Secured Obligations” under, and as defined in, the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement; and (iii) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrowers.

WHEREAS , it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the Company and the other Loan Parties outstanding thereunder, which shall be payable in accordance with the terms hereof.

WHEREAS , it is also the intent of the Company and the “Loan Guarantors” (as referred to and defined in the Existing Credit Agreement) to confirm that all obligations under the “Loan Documents” (as referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified and/or restated by the Loan Documents (as referred to and defined herein) and that, from and after the Effective Date, all references to the “Credit Agreement” contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree that the Existing Credit Agreement is hereby amended and restated as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Account ” has the meaning assigned to such term in each Security Agreement.

“ Account Debtor ” means any Person obligated on an Account.

“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder.

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

“ Affected Foreign Subsidiary ” means any Foreign Subsidiary to the extent greater than 65% of the Equity Interests of such Foreign Subsidiary being pledged to support the Secured Obligations could reasonably be expected to cause a Deemed Dividend Issue.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person.

“ Agent Party ” has the meaning assigned to such term in Section 9.01(d).

“ Agents ” means, collectively, the Administrative Agent and the Co-Collateral Agents.

“ Aggregate Credit Exposure ” means, at any time, the aggregate Credit Exposure of all of the Lenders.

“ Aggregate Revolving Commitment ” means the aggregate of the Revolving Commitments of all of the Revolving Lenders, as increased and/or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment is $175,000,000.

“ Agreed Currencies ” means (i) Dollars, (ii) euro, (iii) Pounds Sterling and (iv) any other currency (x) that is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars, (y) for which a LIBOR Screen Rate is available in the Administrative Agent’s determination and (z) that is agreed to by the Administrative Agent and each of the Multicurrency Tranche Lenders.

“ Agreement ” has the meaning set forth in the preliminary statements hereto.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ ⁄ ₂ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Alternate Rate ” means, for any day and for any Agreed Currency, the sum of (a) a rate per annum selected by the Administrative Agent, in its reasonable discretion based on market conditions

in consultation with the Borrower Representative (or the applicable Borrower), reflecting the cost to the Lenders of obtaining funds plus (b) the Applicable Rate for Eurocurrency Loans of the applicable Class. When used in reference to any Loan or Borrowing, “Alternate Rate” refers to whether such Loan, or the Loans comprising such Borrowing are bearing interest at a rate determined by reference to the Alternate Rate.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“ Applicable Lender ” has the meaning assigned to such term in Section 2.07(d).

“ Applicable Percentage ” means, (a) with respect to any Multicurrency Tranche Lender in respect of a Multicurrency Tranche Credit Event, its Multicurrency Tranche Percentage, (b) with respect to any Dollar Tranche Lender in respect of a Dollar Tranche Credit Event, its Dollar Tranche Percentage and (c) otherwise, with respect to any Lender, (i) with respect to Revolving Loans, LC Exposure, Swingline Loans, Overadvances or other applicable amounts hereunder, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitment (if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments); provided that, in the case of Section 2.21 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation, (ii) with respect to Protective Advances or with respect to the aggregate Revolving Exposures, a percentage based upon its share of the aggregate Revolving Exposures and the unused Revolving Commitments; provided that in the case of Section 2.21 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation and (iii) with respect to the Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term Loans and the denominator of which is the aggregate outstanding principal amount of the Term Loans of all Term Lenders.

“ Applicable Pledge Percentage ” means 100% but 65% in the case of a pledge by the Company or any Domestic Subsidiary of its Equity Interests in a Foreign Subsidiary that is an Affected Foreign Subsidiary due to a Deemed Dividend Issue.

“ Applicable Rate ” means,

(a) for any day, with respect to any ABR Revolving Loan, Eurocurrency Revolving Loan or Overnight LIBO Loan, as the case may be, the applicable rate per annum set forth below under the caption “ ABR Spread for Revolving Loans ” or “ Eurocurrency Spread/Overnight LIBO Spread for Revolving Loans ”, as the case may be, based upon the Average Monthly Availability during the calendar month immediately preceding the most recently ended calendar month:


	Average Monthly Availability	ABR Spread for Revolving Loans			Eurocurrency Spread/Overnight LIBO Spread for Revolving Loans
Category 1	Greater than $95,000,000		0.75	%		1.75	%
Category 2	Less than or equal to $95,000,000 but greater than $35,000,000		1.00	%		2.00	%
Category 3	Less than or equal to $35,000,000		1.25	%		2.25	%

(b) for purposes of the foregoing clause (a), (i) the Applicable Rate shall be determined as of the end of each calendar month based upon the Borrowing Base Certificates and related information that are delivered from time to time pursuant to Section 5.01, and (ii) each change in the Applicable Rate resulting from a change in the Average Monthly Availability shall be effective during the period commencing on and including the first day of the calendar month immediately following the date of delivery to the Administrative Agent of the Borrowing Base Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Average Monthly Availability shall be deemed to be (x) in Category 2 during the period from the Effective Date to but excluding the first day of the first calendar month after the three (3) month anniversary of the Effective Date and (y) in Category 3 (A) at any time that an Event of Default has occurred and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Lenders if the Company fails to deliver any Borrowing Base Certificate or related information that is required to be delivered by it pursuant to clauses (g), (h) or (i) of Section 5.01, during the period from the expiration of the time for delivery thereof until each such Borrowing Base Certificate and related information pursuant to clauses (g), (h) and (i) of Section 5.01 is delivered; provided further that if any Borrowing Base Certificate is at any time restated or otherwise revised or if the information set forth in any Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable Rate would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, the Applicable Rate shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand;

(c) for any day, with respect to any ABR Term Loan or Eurocurrency Term Loan, as the case may be, the applicable rate per annum set forth below under the caption “ ABR Spread for Term Loans ” or “ Eurocurrency Spread for Term Loans ”, as the case may be, based upon the Senior Leverage Ratio applicable on such date:


	Senior Leverage Ratio	ABR Spread for Term Loans			Eurocurrency Spread for Term Loans
Category A	Less than 2.00 to 1.00		3.00	%		4.00	%
Category B	Greater than or equal to 2.00 to 1.00		3.50	%		4.50	%

(d) for purposes of the foregoing clause (c), (i) if at any time the Company fails to deliver the financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) on or before the date

such financials are due pursuant to Section 5.01, Category B shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending on the date which is three (3) Business Days after such financial statements are actually delivered, after which the Category shall be determined in accordance with the table above as applicable, (ii) adjustments, if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received the applicable financial statements (it being understood and agreed that each change in Category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change) and (iii) notwithstanding the foregoing, Category B shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable financial statements for the Company’s first full fiscal quarter ending after the Effective Date and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.

“ Approved Foreign Subsidiary ” means any Foreign Subsidiary which is requested by the Company to be incorporated herein as a Foreign Subsidiary Borrower and approved by the Lenders in their reasonable discretion.

“ Approved Fund ” has the meaning assigned to such term in Section 9.04.

“ Assignment and Assumption ” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“ Availability ” means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and (ii) the sum of the Domestic Borrowing Base plus the Foreign Borrowing Base minus (b) the aggregate Revolving Exposures of all Lenders, all as determined by the Administrative Agent in its Permitted Discretion.

“ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Commitments.

“ Available Revolving Commitment ” means, at any time with respect to any Lender, the Revolving Commitment of such Lender then in effect minus the Revolving Exposure of such Lender at such time.

“ Average Monthly Availability ” means, for any calendar month, an amount equal to the average daily Availability during such month.

“ Banking Services ” means each and any of the following bank services provided to any Loan Party by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value cards, (c) merchant processing services and (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“ Banking Services Obligations ” means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“ Banking Services Reserves ” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or any other jurisdiction or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Billing Statement ” has the meaning assigned to such term in Section 2.19(g).

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

“ Borrower ” means the Company or any Foreign Subsidiary Borrower.

“ Borrower Representative ” has the meaning assigned to such term in Section 11.01.

“ Borrowing ” means (a) Revolving Loans of the same Type and Class, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, (b) a Term Loan of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, (c) a Swingline Loan, (d) a Protective Advance and (e) an Overadvance.

“ Borrowing Base Certificate ” means a certificate, signed and certified as accurate and complete by a Financial Officer of a Borrower, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent in its Permitted Discretion.

“ Borrowing Request ” means a request by a Borrower, or the Borrower Representative on its behalf, for a Borrowing in accordance with Section 2.03.

“ Borrowing Subsidiary Agreement ” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit H-1 .

“ Borrowing Subsidiary Termination ” means a Borrowing Subsidiary Termination substantially in the form of Exhibit H-2 .

“ Burdensome Restrictions ” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London interbank market

or the principal financial center of such Agreed Currency (and, if the Borrowings or LC Disbursements which are the subject of a borrowing, drawing, payment, reimbursement or rate selection are denominated in euro, the term “ Business Day ” shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in euro).

“ CAM ” means the mechanism for the allocation and exchange of interests in the Designated Obligations and collections thereunder established under Article XII.

“ CAM Exchange ” means the exchange of the Revolving Lenders’ interests provided for in Article XII.

“ CAM Exchange Date ” means the first date on which there shall occur (a) any event referred to in clause (h) or (i) of Article VII with respect to any Borrower or (b) an acceleration of Loans pursuant to Article VII.

“ CAM Percentage ” means, as to each Revolving Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Amount (determined on the basis of Exchange Rates prevailing on the CAM Exchange Date) of the Designated Obligations owed to such Revolving Lender (whether or not at the time due and payable) on the date immediately prior to the CAM Exchange Date and (b) the denominator shall be the Dollar Amount (as so determined) of the Designated Obligations owed to all the Revolving Lenders (whether or not at the time due and payable) on the date immediately prior to the CAM Exchange Date.

“ Capital Expenditures ” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the Company nor (ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of the Company by any Person or group; (d) the occurrence of a change in control, or other similar provision, as defined in any agreement or instrument evidencing any Material Indebtedness (triggering a default or mandatory prepayment, which default or mandatory prepayment has not been waived in writing); or (e) the Company ceases to own, directly or indirectly, and Control 100% (other than directors’ qualifying shares) of the ordinary voting economic power of any Foreign Subsidiary Borrower (unless the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary Borrower and shall have satisfied the other requirements for the termination of such Foreign Subsidiary Borrower as required pursuant to Section 2.24).

“ Change in Law ” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty (including any rules or regulations issued under or implementing any existing law), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.16(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, rule, requirement, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender); provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“ Chase ” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

“ Class ”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Dollar Tranche Revolving Loans, Multicurrency Tranche Revolving Loans, Revolving Loans, Term Loans, Swingline Loans, Protective Advances or Overadvances and (b) any Commitment, refers to whether such Commitment is a Multicurrency Tranche Commitment, a Dollar Tranche Commitment or a Term Loan Commitment.

“ Co-Collateral Agents ” means JPMorgan Chase Bank, N.A. and HSBC Bank USA, National Association, in their capacities as co-collateral agents for the Lenders hereunder.

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

“ COF Rate ” has the meaning assigned to such term in Section 2.15(a).

“ Collateral ” means any and all property owned, leased or operated by any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Secured Parties, to secure the Secured Obligations.

“ Collateral Access Agreement ” has the meaning assigned to such term in each Security Agreement.

“ Collateral Documents ” means, collectively, the Security Agreements and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations.

“ Collection Account ” has the meaning assigned to such term in each Security Agreement.

“ Commercial LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Commercial Letters of Credit at such time plus (b) the aggregate Dollar Amount of all LC Disbursements relating to Commercial Letters of Credit that have not yet been reimbursed by or on behalf of a Borrower at such time.

“ Commercial Letters of Credit ” means all Letters of Credit other than standby Letters of Credit.

“ Commitment ” means, with respect to each Lender, the sum of such Lender’s Dollar Tranche Commitment, Multicurrency Tranche Commitment and Term Loan Commitment. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01 , or in the Assignment and Assumption or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Commitment, as applicable.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Communications ” has the meaning assigned to such term in Section 9.01(d).

“ Company ” means Lifetime Brands, Inc., a Delaware corporation.

“ Company Revolving Exposure ” means, with respect to any Revolving Lender at any time, and without duplication, the sum of (a) the Dollar Amount of the outstanding principal amount of the Revolving Loans made by such Lender to the Company plus (b) such Lender’s LC Exposure with respect to Letters of Credit issued for the account of the Company plus (c) an amount equal to such Lender’s Applicable Percentage of the Dollar Amount of the aggregate principal amount of Swingline Loans at such time made to the Company that such Lender has purchased a participation in pursuant to Section 2.06 plus (d) an amount equal to such Lender’s Applicable Percentage of the aggregate principal amount of Overadvances made to the Company and outstanding at such time that such Lender has purchased a participation in pursuant to Section 2.06.

“ Computation Date ” has the meaning assigned to such term in Section 2.04.

“ Contribution Notice ” means a contribution notice issued by the Pensions Regulator pursuant to Section 38 or 47 of the United Kingdom Pensions Act 2004.

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

“ Controlled Disbursement Account ” means any accounts of any Loan Party maintained with the Administrative Agent as a zero balance, cash management account pursuant to and under any agreement between such Loan Party and the Administrative Agent, as modified and amended from time to time, and through which all disbursements of such Loan Party and any designated Subsidiary of the Borrower are made and settled on a daily basis with no uninvested balance remaining overnight.

“ Covenant Period ” has the meaning assigned to such term in Section 6.12.

“ Credit Events ” means a Borrowing, the issuance of a Letter of Credit, an LC Disbursement or any of the foregoing.

“ Credit Exposure ” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time, plus (b) an amount equal to its Applicable Percentage, if any, of the aggregate principal amount of Protective Advances outstanding at such time plus (c) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“ Credit Party ” means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

“ Deemed Dividend Issue ” means, with respect to any Foreign Subsidiary, such Foreign Subsidiary’s accumulated and undistributed earnings and profits being deemed to be repatriated to the Company or the applicable parent Domestic Subsidiary under Section 956 of the Code and the effect of such repatriation causing adverse tax consequences to the Company or such parent Domestic Subsidiary, in each case as determined by the Company in its commercially reasonable judgment acting in good faith and in consultation with its legal and tax advisors.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defaulting Lender ” means any Revolving Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied; (b) has notified any Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent to funding under this Agreement (specifically identified and including the particular Default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

“ Deposit Account Control Agreement ” has the meaning assigned to such term in each Security Agreement.

“ Designated Obligations ” means all obligations of any Borrower with respect to (a) principal of and interest on the Revolving Loans, (b) participations in Swingline Loans, Overadvances and Protective Advances funded by the Revolving Lenders, (c) unreimbursed LC Disbursements and interest thereon and (d) all commitment fees and Letter of Credit participation fees.

“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“ Document ” has the meaning assigned to such term in each Security Agreement.

“ Dollar Amount ” of any currency at any date shall mean (i) the amount of such currency if such currency is Dollars or (ii) the equivalent in such currency of Dollars if such currency is a Foreign Currency, calculated on the basis of the Exchange Rate for such currency, on or as of the most recent Computation Date provided for in Section 2.04.

“ Dollar Swingline Loan ” has the meaning assigned to such term in Section 2.06(a).

“ Dollar Tranche Commitment ” means, with respect to each Dollar Tranche Lender, the commitment, if any, of such Dollar Tranche Lender to make Dollar Tranche Revolving Loans and to acquire participations in Dollar Tranche Letters of Credit, Swingline Loans, Overadvances and Protective Advances hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.10, (b) increased from time to time pursuant to Section 2.10 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Dollar Tranche Lender’s Dollar Tranche Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption (or other documentation contemplated by this Agreement) pursuant to which such Dollar Tranche Lender shall have assumed its Dollar Tranche Commitment, as applicable. The aggregate principal amount of the Dollar Tranche Commitments on the Effective Date is $135,000,000.

“ Dollar Tranche Credit Event ” means a Dollar Tranche Revolving Borrowing, the issuance of a Dollar Tranche Letter of Credit, an LC Disbursement with respect to a Dollar Tranche Letter of Credit, the making of a Swingline Loan, Overadvance or Protective Advance that the Dollar Tranche Lenders are required to participate in pursuant to Section 2.05 or 2.06, or any of the foregoing.

“ Dollar Tranche LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Dollar Tranche Letters of Credit at such time plus (b) the aggregate Dollar Amount of all LC Disbursements in respect of Dollar Tranche Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Dollar Tranche LC Exposure of any Dollar Tranche Lender at any time shall be its Dollar Tranche Percentage of the total Dollar Tranche LC Exposure at such time.

“ Dollar Tranche Lender ” means a Lender with a Dollar Tranche Commitment or holding Dollar Tranche Revolving Loans.

“ Dollar Tranche Letter of Credit ” means any letter of credit issued under the Dollar Tranche Commitments pursuant to this Agreement.

“ Dollar Tranche Overadvance Exposure ” means, at any time, the aggregate principal amount of all outstanding Overadvances that the Dollar Tranche Lenders have purchased participations in pursuant to Section 2.06. The Dollar Tranche Overadvance Exposure of any Dollar Tranche Lender at any time shall be its Dollar Tranche Percentage of the total Dollar Tranche Overadvance Exposure at such time.

“ Dollar Tranche Percentage ” means the percentage equal to a fraction the numerator of which is such Lender’s Dollar Tranche Commitment and the denominator of which is the aggregate Dollar Tranche Commitments of all Dollar Tranche Lenders (if the Dollar Tranche Commitments have terminated or expired, the Dollar Tranche Percentages shall be determined based upon the Dollar Tranche Commitments most recently in effect, giving effect to any assignments); provided that in the case of Section 2.21 when a Defaulting Lender shall exist, any such Defaulting Lender’s Dollar Tranche Commitment shall be disregarded in the calculation.

“ Dollar Tranche Protective Advance ” has the meaning assigned to such term in Section 2.05.

“ Dollar Tranche Revolving Borrowing ” means a Borrowing comprised of Dollar Tranche Revolving Loans.

“ Dollar Tranche Revolving Exposure ” means, with respect to any Dollar Tranche Lender at any time, and without duplication, the sum of (a) the outstanding principal amount of such Lender’s

Dollar Tranche Revolving Loans plus (b) such Lender’s Dollar Tranche LC Exposure plus (c) such Lender’s Dollar Tranche Swingline Exposure plus (d) such Lender’s Dollar Tranche Overadvance Exposure.

“ Dollar Tranche Revolving Loan ” means a Loan made by a Dollar Tranche Lender pursuant to Section 2.01. Each Dollar Tranche Revolving Loan shall be a Eurocurrency Revolving Loan denominated in Dollars or an ABR Revolving Loan denominated in Dollars.

“ Dollar Tranche Swingline Exposure ” means, at any time, the aggregate principal amount of all outstanding Swingline Loans that the Dollar Tranche Lenders have purchased participations in pursuant to Section 2.06. The Dollar Tranche Swingline Exposure of any Dollar Tranche Lender at any time shall be its Dollar Tranche Percentage of the total Dollar Tranche Swingline Exposure at such time.

“ Dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Domestic Borrowing Base ” means, at any time, the sum of (a) 85% of the Eligible Accounts of the Domestic Loan Parties at such time, plus (b) the product of 85% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Co-Collateral Agents multiplied by the Eligible Inventory of the Domestic Loan Parties, valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time, plus (c) the lesser of (i) the product of 50% multiplied by an amount equal to the Orderly Liquidation Value of Eligible Trademarks of the Domestic Loan Parties identified in the most recent trademark appraisal ordered by the Co-Collateral Agents minus the cost of liquidation thereof and (ii) $25,000,000 minus (d) Reserves. The Co-Collateral Agents may, in their Permitted Discretion, reduce and thereafter (subject to Section 9.02(b)(v)) increase the advance rates set forth above, adjust Reserves or reduce and thereafter (subject to Section 9.02(b)(v)) increase one or more of the other elements used in computing the Domestic Borrowing Base.

“ Domestic Loan Party ” means each Loan Party that is organized under the laws of a jurisdiction located in the United States of America.

“ Domestic Security Agreement ” means that certain Second Amended and Restated Pledge and Security Agreement (including any and all supplements thereto), dated as of the date hereof, between the Domestic Loan Parties and the Administrative Agent, for the benefit of the Secured Parties, as the same may be amended, restated or otherwise modified from time to time.

“ Domestic Subsidiary ” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America.

“ Earn Out Obligations ” means and includes any cash earn out obligations, performance payments or similar obligations of the Company or any of its Subsidiaries to any sellers arising out of or in connection with any acquisition permitted hereunder, including any Permitted Acquisition and the Specified Acquisition, but excluding any working capital adjustments or payments for services or licenses provided by such sellers.

“ EBITDA ” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period (net of tax refunds), (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any non-cash charges (including any non-cash adjustments to Earn Out Obligations) for such period (excluding any non-cash charge in respect of an item that was included in Net Income in a prior period), (v) any reasonable advisory and other professional services fees and related expenses paid in connection with Permitted

Acquisitions and any investments made pursuant to Section 6.04(n), (vi) non-recurring charges incurred during such period, which shall not exceed, in the aggregate for all periods occurring on and after the Effective Date, $2,000,000 and (vii) any extraordinary losses from sales, exchanges and other dispositions of property not in the ordinary course of business minus (b) without duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(iv) taken in a prior period and (ii) the sum of any extraordinary gains from sales, exchanges and other dispositions of property not in the ordinary course of business, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP. Notwithstanding anything to the contrary in this definition, for purposes hereof, the term “EBITDA” shall be calculated, for any period, on a consistent basis, to reflect purchases and acquisitions made by the Company or any Subsidiary of any Person or assets of any Person constituting a business unit during such period as if such purchase or acquisition occurred at the beginning of such period; provided that any amounts included in the determination of “EBITDA” pursuant to this sentence for any period shall not exceed an amount equal to 25% of the “EBITDA” of the Company for such period determined without giving effect to this sentence.

“ ECP ” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“ Electronic System ” means any electronic system, including e-mail, e-fax, Intralinks ^® , ClearPar ^® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“ Eligible Accounts ” means, at any time, the Accounts of any Loan Party which the Co-Collateral Agents determine in their Permitted Discretion are eligible as the basis for the extension of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the Co-Collateral Agents’ Permitted Discretion as provided herein, Eligible Accounts shall not include any Account:

(a) which is not subject to a first priority perfected security interest in favor of the Administrative Agent;

(b) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent;

(c) which (i) is unpaid more than 120 days after the date of the original invoice therefor or more than 90 days after the original due date, or (ii) has been written off the books of such Loan Party or otherwise designated as uncollectible;

(d) which is owing by an Account Debtor for which 25% or more of the Accounts owing from such Account Debtor and its Affiliates are ineligible pursuant to clause (c) above;

(e) which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to such Loan Party exceeds 15% of the aggregate amount of Eligible Accounts; provided that, if such Account Debtor has a long-term senior unsecured debt rating at such time of Baa2 or better by Moody’s and/or BBB or better by S&P, then Accounts owing from such Account Debtor shall not be excluded from “Eligible Accounts” pursuant to this clause, to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to such Loan Party does not exceed 35% of the aggregate amount of Eligible Accounts;

(f) with respect to which any covenant, representation, or warranty contained in any Loan Document has been breached or is not true;

(g) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation reasonably satisfactory to the Co-Collateral Agents which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon such Loan Party’s completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest;

(h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by such Loan Party or if such Account was invoiced more than once;

(i) with respect to which any check or other instrument of payment has been returned uncollected for any reason;

(j) which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under the bankruptcy laws of any jurisdiction, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(k) which is owed by any Account Debtor which has sold all or substantially all of its assets;

(l) which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S., Canada or, solely with respect to any Account Debtor of any Foreign Subsidiary Borrower, any Eligible Jurisdiction or (ii) is not organized under applicable law of the U.S., any state of the U.S., the District of Columbia, Canada, or any province of Canada, or, solely with respect to any Foreign Subsidiary Borrower, any Eligible Jurisdiction, unless, in either case, such Account is backed by a letter of credit reasonably acceptable to the Co-Collateral Agents which is in the possession of, has been assigned to and is directly drawable by the Administrative Agent; provided that, for so long as Tesco plc (“ Tesco ”) has a long-term senior unsecured debt rating at such time of Baa2 or better by Moody’s and/or BBB or better by S&P, Tesco’s and its Affiliates’ related Accounts shall not be excluded from “Eligible Accounts” pursuant to this clause;

(m) which is owed in any currency other than (i) in the case of an Account of any Domestic Loan Party, Dollars or Canadian dollars or (ii) in the case of an Account of any Foreign Loan Party, Dollars, euro or Pounds Sterling;

(n) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed by a Letter of Credit reasonably acceptable to the Co-Collateral Agents which is in the possession of the Administrative Agent, or (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Co-Collateral Agents’ satisfaction;

(o) which is owed by any Affiliate, employee, officer, director, agent or stockholder of any Loan Party;

(p) which, for any Account Debtor, exceeds a credit limit determined by the Co-Collateral Agents, to the extent of such excess;

(q) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(r) which is subject to any counterclaim, deduction, defense, setoff or dispute;

(s) which is evidenced by any promissory note, chattel paper, or instrument;

(t) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “ Notice of Business Activities Report ” or other similar report in order to permit the applicable Loan Party to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Loan Party has filed such report or qualified to do business in such jurisdiction;

(u) with respect to which such Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and such Loan Party created a new receivable for the unpaid portion of such Account;

(v) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

(w) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than such Loan Party has or has had an ownership interest in such goods, or which indicates any party other than such Loan Party as payee or remittance party;

(x) which was created on cash on delivery terms;

(y) which is subject to any limitation on assignments or other security interests (whether arising by operation of law, by agreement or otherwise), unless the Co-Collateral Agents have determined that such limitation is not enforceable;

(z) which is governed by the laws of any jurisdiction other than (i) in the case of any Accounts of any Domestic Loan Party, the United States, any State thereof or the District of Columbia, or (ii) in the case of any Account of any Foreign Loan Party, the United States, any State thereof, the District of Columbia or any Eligible Jurisdiction;

(aa) in respect of which the Account Debtor is a consumer within applicable consumer protection legislation; or

(bb) which the Co-Collateral Agents determine may not be paid by reason of the Account Debtor’s inability to pay.

In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrowers shall notify the Administrative Agent and the Co-Collateral Agents thereof on and at the time of submission to the Administrative Agent and the Co-Collateral Agents of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Co-Collateral Agents’ Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the applicable Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable Loan Party to reduce the amount of such Account.

“ Eligible Inventory ” means, at any time, the Inventory of a Loan Party which the Co-Collateral Agents determine in their Permitted Discretion is eligible as the basis for the extension of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the Co-Collateral Agents’ Permitted Discretion as provided herein, Eligible Inventory shall not include any Inventory:

(a) which is not subject to a first priority perfected Lien (with respect to Inventory located in the United States of any Domestic Loan Parties, governed by the laws of the jurisdiction in which such Loan Party is organized and, with respect to Inventory of any Foreign Loan Parties, governed by the laws of the jurisdiction(s) in which such Loan Party is organized and where such Inventory is located) in favor of the Administrative Agent;

(c) which is, in the Co-Collateral Agents’ opinion, obsolete, damaged or not saleable within one year from the date of acquisition or creation thereof;

(d) with respect to which any covenant, representation, or warranty contained in any Loan Document has been breached or is not true and which does not conform to all standards imposed by any Governmental Authority;

(e) in which any Person other than the applicable Loan Party shall (i) have any direct or indirect ownership, interest or title to such Inventory or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

(f) which constitutes work-in-process Inventory; provided that work-in-process Inventory that constitutes the precious metals component of such Inventory having a value not exceeding $4,000,000 in the aggregate for all Loan Parties at any time shall not be excluded from “Eligible Inventory” pursuant to this clause;

(g) which is not finished goods or which constitutes raw materials (other than precious metals), spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business;

(h) which (i) in the case of Inventory of Domestic Loan Parties, is not located in the U.S. or is in transit with a common carrier from vendors and suppliers or (ii) in the case of Inventory of Foreign Loan Parties, is not located in an Eligible Jurisdiction, or is in transit with a common carrier from vendors and suppliers; provided that (x) for purposes of clarity, Inventory located in the Commonwealth of Puerto Rico shall be deemed to be located in the U.S. for purposes of this clause, and (y) Inventory in transit with a common carrier from vendors and suppliers having a value (based on invoiced amounts) not exceeding $30,000,000 in the aggregate for all Loan Parties at any time shall not be excluded from “Eligible Inventory” pursuant to this clause so long as (1) the Administrative Agent and the Co-Collateral Agents shall have received a duly executed Collateral Access Agreement from the applicable Loan Party’s customs broker with respect to such Inventory, and (2) arrangements reasonably satisfactory to the Co-Collateral Agents with respect to the “bills of lading” and other “documents of title” (each as defined in the UCC) relating to such Inventory shall have been made in order to protect the interests of the Administrative Agent (for the benefit of the Secured Parties) in such “documents of title” (as defined in the UCC) and such Inventory;

(i) which is located in any location leased by the applicable Loan Party unless, other than for the sixty (60) days immediately following the Effective Date, (i) the lessor has delivered to the Administrative Agent and the Co-Collateral Agents a Collateral Access Agreement or (ii) a Reserve for rent, charges, and other amounts due or to become due with respect to such facility has been established by the Co-Collateral Agents in their Permitted Discretion;

(j) which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document, unless, other than for the sixty (60) days immediately following the Effective Date, (i) such warehouseman or bailee has delivered to the Administrative Agent and the Co-Collateral Agents a Collateral Access Agreement and such other documentation as the Co-Collateral Agents may require or (ii) an appropriate Reserve has been established by the Co-Collateral Agents in their Permitted Discretion;

(k) which is being processed offsite at a third party location or outside processor, or is in-transit to or from said third party location or outside processor;

(l) which is a discontinued product or component thereof;

(m) which is the subject of a consignment by the applicable Loan Party as consignor;

(n) which is not reflected in a current perpetual inventory report of the applicable Loan Party;

(o) for which reclamation or similar rights have been asserted by the seller; or

(p) for which any supply contract relating to such Inventory expressly includes retention of title rights in favor of the related vendor or supplier, or is subject to the laws of a jurisdiction which provides such retention of title rights as a matter of law.

In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the Borrowers shall notify the Administrative Agent and the Co-Collateral Agents thereof on and at the time of submission to the Administrative Agent and the Co-Collateral Agents of the next Borrowing Base Certificate.

“ Eligible Jurisdiction ” means (i) each jurisdiction where any Foreign Subsidiary Borrower is organized as of the Effective Date, (ii) the Netherlands, (iii) the Federal Republic of Germany, (iv) the Republic of Ireland, (v) the French Republic and (vi) such other jurisdictions that the Co-Collateral Agents may from time to time designate as an “Eligible Jurisdiction” in their Permitted Discretion.

“ Eligible Trademarks ” means, at any time, the Trademarks of a Loan Party which the Co-Collateral Agents determine in their Permitted Discretion are eligible as the basis for the extension of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the Co-Collateral Agents’ Permitted Discretion as provided herein, Eligible Trademarks shall not include any Trademark:

(a) which is not subject to a first priority perfected Lien in favor of the Administrative Agent; or

In the event that a Trademark which was previously an Eligible Trademark ceases to be an Eligible Trademark hereunder, the Company shall notify the Administrative Agent and Co-Collateral Agents thereof on and at the time of submission to the Administrative Agent and the Co-Collateral Agents of the next Borrowing Base Certificate.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) the presence of or exposure to any Hazardous Materials, (d) the release or

threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equipment ” has the meaning assigned to such term in each Security Agreement.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

“ Equivalent Amount ” of any currency with respect to any amount of Dollars at any date shall mean the equivalent in such currency of such amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “ reportable event ”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “ accumulated funding deficiency ” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition upon the Company or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Establishment ” means, in respect of any Person, any place of operations where such Person carries out a non-transitory economic activity with human means and goods, assets or services.

“ euro ” and/or “ EUR ” means the single currency of the Participating Member States.

“ Eurocurrency ”, when used in reference to a currency means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Eurocurrency Payment Office ” of the Administrative Agent shall mean, for each Foreign Currency, the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and each Lender.

“ Event of Default ” has the meaning assigned to such term in Article VII.

“ Excess Cash Flow ” means, for any fiscal year of the Company, the excess, if any, of (a) the sum, without duplication, of (i) Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Net Income, (iii) decreases in Working Capital for such fiscal year (except as a result of reclassification of items from short-term to long-term), and (iv) the aggregate net amount of non-cash loss on the disposition of property by the Company and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Net Income over (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Net Income, (ii) the aggregate amount actually paid by the Company and its Subsidiaries in cash during such fiscal year on account of (x) Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of asset dispositions that have not yet been used to pay down the Loans), (y) Permitted Acquisitions and (z) regularly scheduled cash dividends paid by the Company (in accordance with the Company’s historical dividend policy), (iii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Long-Term Debt (including the Term Loans) of the Company and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) increases in Working Capital for such fiscal year (except as a result of reclassification of items from short-term to long-term), and (vi) the aggregate net amount of non-cash gain on the disposition of property by the Company and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Net Income.

“ Exchange Rate ” means, on any day, with respect to any Foreign Currency, the rate at which such Foreign Currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., Local Time, on such date on the Reuters World Currency Page for such Foreign Currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate with respect to such Foreign Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is selected, such Exchange Rate shall instead be calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such Foreign Currency on the London market at 11:00 a.m., Local Time, on such date for the purchase of Dollars with such Foreign Currency, for delivery two Business Days later; provided , that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Company, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“ Excluded Entities ” means, collectively, (a) dormant entities, (b) entities that are actively in the process of being dissolved and (c) entities for which the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in the assets of, or the Equity Interests in, such entity that otherwise constitute Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby.

“ Excluded Swap Obligation ” means, with respect to any Loan Guarantor, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Specified Swap Obligation (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) by virtue of such Loan Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Guarantor or the grant of such security interest becomes or would become effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means, with respect to any payment made by any Loan Party under any Loan Document, any of the following Taxes imposed on or with respect to a Recipient:

(a) income or franchise Taxes imposed on (or measured by) net income by the United States of America, or by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located;

(b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any other jurisdiction in which any Borrower is located;

(c) in the case of a Non-U.S. Lender (other than an assignee pursuant to a request by any Borrower under Section 2.20(b)), any U.S. Federal withholding Taxes resulting from any law in effect on the date such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure to comply with Section 2.18(f), except to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Taxes pursuant to Section 2.18(a); and

(d) any U.S. Federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreement ” has the meaning set forth in the preliminary statements hereto.

“ Existing Letters of Credit ” has the meaning assigned to such term in Section 2.07(a).

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

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the Company and, in the case of a Foreign Subsidiary Borrower, also means each person performing similar duties as the foregoing (including any director of a Foreign Subsidiary Borrower acting in such capacity).

“ Financial Support Direction ” means a financial support direction issued by the Pensions Regulator pursuant to Section 43 of the United Kingdom Pensions Act 2004.

“ First Tier Foreign Subsidiary ” means each Foreign Subsidiary with respect to which the Company and/or any Domestic Subsidiary directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.

“ Fixed Charges ” means, with reference to any period, without duplication, (a) cash Interest Expense, plus (b) the aggregate amount of prepayments and scheduled principal payments of Indebtedness by the Company and its Subsidiaries made during such period (other than prepayments and repayments of (i) the Secured Obligations (excluding scheduled principal payments of the Term Loans) and (ii) Indebtedness under the Second Lien Credit Agreement), determined in accordance with GAAP, plus (c) the positive difference, if any, of (i) the expense for income taxes paid in cash during such period by the Company and its Subsidiaries minus (ii) the aggregate amount of any cash income taxes refunded in such period, plus (d) the aggregate amount of Restricted Payments paid by the Company in cash during such period, plus (e) cash payments made in respect of Earn Out Obligations during such period (other than cash payments in respect of (i) Earn Out Obligations incurred pursuant to the Specified Acquisition in an aggregate amount not to exceed the Dollar Amount of £5,500,000 for all periods and (ii) Earn Out Obligations incurred pursuant to the December 2012 acquisition of the Fred & Friends business of Easy Aces, Inc. in an aggregate amount not to exceed $7,700,000 for all periods).

“ Fixed Charge Coverage Ratio ” means, for any period, the ratio of (a) EBITDA minus the unfinanced portion of Capital Expenditures to (b) Fixed Charges, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

“ Fixtures ” has the meaning assigned to such term in each Security Agreement.

“ Flood Laws ” has the meaning assigned to such term in Article VIII.

“ Foreign Borrowers Revolving Exposure ” means, with respect to any Lender at any time, and without duplication, the sum of (a) the Dollar Amount of the outstanding principal amount of Revolving Loans made by such Lender to the Foreign Subsidiary Borrowers plus (b) the Dollar Amount of such Lender’s LC Exposure with respect to Letters of Credit issued for the account of the Foreign Subsidiary Borrowers plus (c) an amount equal to such Lender’s Applicable Percentage of the Dollar Amount of the aggregate principal amount of Swingline Loans at such time made to the Foreign Subsidiary Borrowers that such Lender has purchased a participation in pursuant to Section 2.06 plus (d) an amount equal to such Lender’s Applicable Percentage of the Dollar Amount of the aggregate principal amount of Overadvances made to the Foreign Subsidiary Borrowers and outstanding at such time that such Lender has purchased a participation in pursuant to Section 2.06.

“ Foreign Borrowers Utilization ” means, at any time, the excess, if any, of (a) the aggregate Foreign Borrowers Revolving Exposures of all Lenders over (b) the Foreign Borrowing Base.

“ Foreign Borrowing Base ” means, at any time, the sum of (a) 85% of the Eligible Accounts of the Foreign Loan Parties at such time, plus (b) the product of 85% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the

Co-Collateral Agents multiplied by the Eligible Inventory of the Foreign Loan Parties, valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time, minus (c) Reserves. The Co-Collateral Agents may, in their Permitted Discretion, reduce and thereafter (subject to Section 9.02(b)(v)) increase the advance rates set forth above, adjust Reserves or reduce and thereafter (subject to Section 9.02(b)(v)) increase one or more of the other elements used in computing the Foreign Borrowing Base. Notwithstanding the foregoing, in order to reflect the inclusion of Eligible Accounts and Eligible Inventory of any Foreign Loan Party acquired pursuant to the Specified Acquisition, solely for the 90-day period immediately following the Specified Acquisition (which 90-day period may be extended by up to an additional 30 days as reasonably determined by the Administrative Agent), in lieu of the foregoing calculation of the Foreign Borrowing Base with respect to such newly-acquired assets, the Foreign Borrowing Base shall from time to time be increased by an amount up to $15,000,000 (or, in the event of any such increase, decreased) (in each case as determined by the Administrative Agent in its Permitted Discretion) less any Reserves established by the Administrative Agent in its Permitted Discretion.

“ Foreign Currencies ” means Agreed Currencies other than Dollars.

“ Foreign Currency LC Exposure ” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and unexpired amount of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.

“ Foreign Currency Letter of Credit ” means a Letter of Credit denominated in a Foreign Currency.

“ Foreign Loan Parties ” means each Loan Party that is not organized under the laws of a jurisdiction located in the United States of America.

“ Foreign Secured Obligations ” means all Secured Obligations of the Foreign Loan Parties arising under the Loan Documents.

“ Foreign Security Agreement ” means, individually and collectively as the context may require, each pledge agreement, security agreement, charge, debenture, mortgage, guarantee or other agreement that is entered into by any Foreign Loan Party in favor of the Administrative Agent, and any other pledge agreement, security agreement or other agreement entered into pursuant to the terms of the Loan Documents, securing the Foreign Secured Obligations, in each case in form and substance satisfactory to Administrative Agent and entered into pursuant to the terms of this Agreement or any other Loan Document (including Sections 4.03 and 5.14 hereof).

“ Foreign Subsidiary ” means any Subsidiary which is not a Domestic Subsidiary.

“ Foreign Subsidiary Borrowers ” means, collectively, each Approved Foreign Subsidiary party hereto as a Foreign Subsidiary Borrower on the Effective Date or that becomes a Foreign Subsidiary Borrower pursuant to Section 2.24 and, in each case, that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.

“ Foreign Subsidiary Borrower Effective Date ” means, with respect to any Foreign Subsidiary Borrower, the date on which such Foreign Subsidiary Borrower becomes a Foreign Subsidiary Borrower under this Agreement and is entitled to make Borrowings hereunder after satisfying the relevant conditions set forth in Section 4.03.

“ Foreign Subsidiary Guarantors ” means, collectively, each Subsidiary of a Foreign Subsidiary Borrower that is a party to this Agreement, becomes a party to this Agreement pursuant to a Joinder Agreement or becomes a party to a Foreign Security Agreement, in each case, and their successors and assigns.

“ Funding Accounts ” has the meaning assigned to such term in Section 4.01(g).

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

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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

“ Guaranteed Obligations ” has the meaning assigned to such term in Section 10.01.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hostile Acquisition ” means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

“ Impacted Interest Period ” has the meaning assigned to such term in the definition of “LIBO Rate”.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for

which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any liquidated earn-out and (l) any other Off-Balance Sheet Liability; provided , that the term Indebtedness shall not include endorsements for collection or deposit in the ordinary course of business. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by any Loan Party under any Loan Document and (b) Other Taxes.

“ Ineligible Institution ” has the meaning assigned to such term in Section 9.04(b).

“ Interest Election Request ” means a request by a Borrower to convert or continue a Borrowing in accordance with Section 2.09.

“ Interest Expense ” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Company and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the Company and its Subsidiaries for such period in accordance with GAAP. For purposes of clarity, “Interest Expense” shall not include any non-cash “mark-to-market” accounting adjustments in respect of such Swap Agreements.

“ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Swingline Loan), the first Business Day of each calendar month and the Maturity Date, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date, (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid and the Maturity Date, and (d) with respect to any Overnight LIBO Loan (other than a Swingline Loan), the first Business Day of each calendar month, the date that such Overnight LIBO Loan is required to be repaid and the Maturity Date.

“ Interest Period ” means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one week or one, two, three or six months thereafter, as the applicable Borrower (or the Company on behalf of the applicable Borrower) may elect; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day

of the last calendar month of such Interest Period, and (iii) solely for purposes of the penultimate sentence in Section 2.06(e), “Interest Period” shall also mean an interest period of one week for Multicurrency Swingline Loans or Overadvances denominated in Foreign Currencies. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Rate ” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.

“ Inventory ” has the meaning assigned to such term in each Security Agreement.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means (i) Chase, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.07(i), and (ii) solely in respect of certain Existing Letters of Credit, HSBC Bank USA, National Association, in its capacity as the issuer of such Existing Letters of Credit. Chase, in its capacity as the Issuing Bank, may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “ Issuing Bank ” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ ITA ” means the United Kingdom Income Tax Act of 2007.

“ Joinder Agreement ” has the meaning assigned to such term in Section 5.14(a).

“ LC Collateral Account ” has the meaning assigned to such term in Section 2.07(j).

“ LC Disbursement ” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of Commercial LC Exposure and Standby LC Exposure. The LC Exposure of any Multicurrency Tranche Lender at any time shall be its Multicurrency Tranche Percentage of the total Multicurrency Tranche LC Exposure at such time and the LC Exposure of any Dollar Tranche Lender at any time shall be its Dollar Tranche Percentage of the total Dollar Tranche LC Exposure at such time.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “ Lenders ” includes the Swingline Lender.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement.

“ LIBO Rate ” means, with respect to any Eurocurrency Borrowing denominated in any Agreed Currency and for any applicable Interest Period, the London interbank offered rate administered by the British Bankers Association (or any other Person that takes over the administration of such rate)

for such Agreed Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (in each case the “ LIBOR Screen Rate ”) at approximately 11:00 a.m., London time, on the Quotation Day for such currency and Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , further , that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the “ Impacted Interest Period ”), then the LIBO Rate for such currency and such Interest Period shall be the Interpolated Rate; provided that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.15.

“ LIBOR Screen Rate ” has the meaning assigned to such term in the definition of “LIBO Rate”.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, assignment by way of security, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Loan Documents ” means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, any promissory notes issued pursuant to Section 2.11(f) of this Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty and all other agreements, instruments, documents and certificates identified in Section 4.01 or 4.03 executed and delivered to, or in favor of, the Administrative Agent, any Lenders or any Secured Parties and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent, any Lender or any Secured Party in connection with this Agreement or the transactions contemplated thereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“ Loan Guarantor ” means each Loan Party.

“ Loan Guaranty ” means Article X of this Agreement and each separate guaranty that constitutes a Foreign Security Agreement.

“ Loan Parties ” means the Borrowers, the Company’s Domestic Subsidiaries, the Foreign Subsidiary Guarantors, Lifetime Brands UK Limited, Creative Tops Holdings Limited and any other Person who either becomes a party to this Agreement pursuant to a Joinder Agreement or becomes a party to a Foreign Security Agreement and their successors and assigns.

“ Loans ” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Overadvances and Protective Advances.

“ Local Time ” means (i) New York City time in the case of a Dollar Tranche Credit Event or a Term Loan Borrowing and (ii) local time in the case of a Multicurrency Tranche Credit Event (it being understood that such local time shall mean London, England time unless otherwise notified by the Administrative Agent).

“ Long Term Debt ” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“ Majority in Interest ” means, at any time (i) in the case of the Revolving Lenders, Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% of the sum of the aggregate Revolving Exposures and the aggregate unused Revolving Commitments at such time, (ii) in the case of the Multicurrency Tranche Lenders, Lenders having Multicurrency Tranche Revolving Exposures and unused Multicurrency Tranche Commitments representing more than 50% of the sum of the aggregate Multicurrency Tranche Revolving Exposures and the aggregate unused Multicurrency Tranche Commitments at such time, (iii) in the case of the Dollar Tranche Lenders, Lenders having Dollar Tranche Revolving Exposures and unused Dollar Tranche Commitments representing more than 50% of the sum of the aggregate Dollar Tranche Revolving Exposures and the aggregate unused Dollar Tranche Commitments at such time and (iv) in the case of the Term Lenders, Lenders having outstanding Term Loans representing more than 50% of the sum of the aggregate principal amount of all Term Loans outstanding at such time.

“ Margin Stock ” means “margin stock” as such term is defined in Regulation T, U or X of the Board.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations, prospects or condition (financial or otherwise) of the Company, or the Company and the Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, or the Administrative Agent’s Liens (on behalf of itself and the Secured Parties) on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Issuing Bank, the Lenders or the Secured Parties thereunder.

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material Indebtedness, the “ obligations ” of the Company or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Maturity Date ” means the earliest of (i) January 11, 2019 and (ii) any date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“ Maximum Liability ” has the meaning assigned to such term in Section 10.10.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multicurrency Swingline Loan ” has the meaning assigned to such term in Section 2.06(b).

“ Multicurrency Tranche Commitment ” means, with respect to each Multicurrency Tranche Lender, the commitment, if any, of such Multicurrency Tranche Lender to make Multicurrency Tranche Revolving Loans and to acquire participations in Multicurrency Tranche Letters of Credit, Swingline Loans, Overadvances and Protective Advances hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.10, (b) increased from time to time pursuant to Section 2.10 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Multicurrency Tranche Lender’s Multicurrency Tranche Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption (or other documentation contemplated by this Agreement) pursuant to which such Multicurrency Tranche Lender shall have assumed its Multicurrency Tranche Commitment, as applicable. The aggregate principal amount of the Multicurrency Tranche Commitments on the Effective Date is $40,000,000.

“ Multicurrency Tranche Credit Event ” means a Multicurrency Tranche Revolving Borrowing, the issuance of a Multicurrency Letter of Credit, an LC Disbursement with respect to a Multicurrency Tranche Letter of Credit, the making of a Swingline Loan, Overadvance or Protective Advance that the Multicurrency Tranche Lenders are required to participate in pursuant to Section 2.05 or 2.06, or any of the foregoing.

“ Multicurrency Tranche LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Multicurrency Tranche Letters of Credit at such time plus (b) the aggregate Dollar Amount of all LC Disbursements in respect of Multicurrency Tranche Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Multicurrency Tranche LC Exposure of any Multicurrency Tranche Lender at any time shall be its Multicurrency Tranche Percentage of the total Multicurrency Tranche LC Exposure at such time.

“ Multicurrency Tranche Lender ” means a Lender with a Multicurrency Tranche Commitment or holding Multicurrency Tranche Revolving Loans.

“ Multicurrency Tranche Letter of Credit ” means any letter of credit issued under the Multicurrency Tranche Commitments pursuant to this Agreement.

“ Multicurrency Tranche Overadvance Exposure ” means, at any time, the aggregate principal amount of all outstanding Overadvances that the Multicurrency Tranche Lenders have purchased participations in pursuant to Section 2.06. The Multicurrency Tranche Overadvance Exposure of any Multicurrency Tranche Lender at any time shall be its Multicurrency Tranche Percentage of the total Multicurrency Tranche Overadvance Exposure at such time.

“ Multicurrency Tranche Percentage ” means the percentage equal to a fraction the numerator of which is such Lender’s Multicurrency Tranche Commitment and the denominator of which is the aggregate Multicurrency Tranche Commitments of all Multicurrency Tranche Lenders (if the Multicurrency Tranche Commitments have terminated or expired, the Multicurrency Tranche Percentages shall be determined based upon the Multicurrency Tranche Commitments most recently in effect, giving effect to any assignments); provided that in the case of Section 2.21 when a Defaulting Lender shall exist, any such Defaulting Lender’s Multicurrency Tranche Commitment shall be disregarded in the calculation.

“ Multicurrency Tranche Protective Advance ” has the meaning assigned to such term in Section 2.05.

“ Multicurrency Tranche Revolving Borrowing ” means a Borrowing comprised of Multicurrency Tranche Revolving Loans.

“ Multicurrency Tranche Revolving Exposure ” means, with respect to any Multicurrency Tranche Lender at any time, and without duplication, the sum of (a) the Dollar Amount of the outstanding principal amount of such Lender’s Multicurrency Tranche Revolving Loans plus (b) the Dollar Amount of such Lender’s Multicurrency Tranche LC Exposure at such time plus (c) the Dollar Amount of such Lender’s Multicurrency Tranche Swingline Exposure plus (d) the Dollar Amount of such Lender’s Multicurrency Tranche Overadvance Exposure.

“ Multicurrency Tranche Revolving Loan ” means a Loan made by a Multicurrency Tranche Lender pursuant to Section 2.01. Each Multicurrency Tranche Revolving Loan shall be a Eurocurrency Revolving Loan denominated in an Agreed Currency.

“ Multicurrency Tranche Swingline Exposure ” means, at any time, the Dollar Amount of the aggregate principal amount of all outstanding Swingline Loans that the Multicurrency Tranche Lenders have purchased participations in pursuant to Section 2.06. The Multicurrency Tranche Swingline Exposure of any Multicurrency Tranche Lender at any time shall be its Multicurrency Tranche Percentage of the total Multicurrency Tranche Swingline Exposure at such time.

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

“ Net Income ” means, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“ Net Orderly Liquidation Value ” means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Co-Collateral Agents in their Permitted Discretion by an appraiser reasonably acceptable to the Co-Collateral Agents, net of all costs of liquidation thereof.

“ Net Proceeds ” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

“ Non-Consenting Lender ” has the meaning assigned to such term in Section 9.02(d).

“ Non-Paying Guarantor ” has the meaning assigned to such term in Section 10.11.

“ Non-U.S. Lender ” means a Lender that is not a U.S. Person.

“ Non-U.S. Pension Plan ” means any plan, scheme, fund (including any superannuation fund) or other similar program established, sponsored or maintained outside the United States by the Company or any one or more of its Subsidiaries primarily for the benefit of employees of the Company or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“ Obligated Party ” has the meaning assigned to such term in Section 10.02.

“ Obligations ” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Company and its Subsidiaries to any of the Lenders, the Administrative Agent, any Co-Collateral Agent, the Issuing Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred on any of the Letters of Credit or other instruments at any time evidencing any thereof.

“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“ Off-Balance Sheet Liability ” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases).

“ Orderly Liquidation Value ” means, with respect to Trademarks of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Co-Collateral Agents in their Permitted Discretion by an appraiser reasonably acceptable to the Co-Collateral Agents.

“ Original Currency ” has the meaning assigned to such term in Section 2.19(a).

“ Other Taxes ” means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“ Overnight LIBO ” means, when used in reference to any Loan or Borrowing, that such Loan or the Loan comprising such Borrowing accrues interest at a rate determined by reference to the Overnight LIBO Rate.

“ Overnight LIBO Rate ” means, with respect to any Overnight LIBO Borrowing or overdue amount that bears interest at the Overnight LIBO Rate pursuant to the terms of this Agreement, the rate of interest per annum (rounded upwards, if necessary, to the next 1/16 of 1%) at which overnight deposits in the applicable Agreed Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the London interbank market for such currency to major banks in the London interbank market.

“ Overadvance ” has the meaning assigned to such term in Section 2.06(c).

“ Parent ” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“ Participant ” has the meaning assigned to such term in Section 9.04(b).

“ Participant Register ” has the meaning assigned to such term in Section 9.04(b).

“ Participating Member State ” means any member state of the European Community that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to economic and monetary union.

“ Patriot Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ Paying Guarantor ” has the meaning assigned to such term in Section 10.11.

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

“ Pensions Regulator ” means the body corporate called the “Pensions Regulator,” established pursuant to Part I of the United Kingdom Pensions Act 2004.

“ Permitted Acquisition ” means (a) any acquisition of all or a significant portion of the assets of, or more than 50% of the Equity Interests in, a Person or division or line of business of a Person, to the extent the Required Lenders give their prior written consent thereto and (b) any other acquisition (whether by purchase, lease (other than a customary real estate lease), merger, consolidation or otherwise, but excluding in any event a Hostile Acquisition) or series of related acquisitions by the Company or any Subsidiary of (i) all or a significant portion of the assets of or (ii) more than 50% of the Equity Interests in, a Person or division or line of business of a Person, if, at the time of and immediately after giving effect thereto, (A) either (x) the aggregate consideration paid in respect of all Permitted Acquisitions pursuant to this clause (b) during the fiscal year of the Company in which such acquisition(s) occurs does not exceed $5,000,000 or (y) the Permitted Acquisition Test is satisfied, (B) such Person or division or line of business is engaged in the same or a similar line of business as the Company and the Subsidiaries or business reasonably related thereto, (C) all actions required to be taken with respect to such acquired or newly formed Subsidiary under Section 5.14 shall have been taken, and (D) in the case of an acquisition or merger involving the Company or a Subsidiary, the Company or such Subsidiary is the surviving entity of such merger and/or consolidation.

“ Permitted Acquisition Test ” means, with respect to any acquisition (whether by purchase, lease (other than a customary real estate lease), merger, consolidation or otherwise) or series of

related acquisitions by the Company or any Subsidiary, a test that is satisfied if each of the following conditions are met: (a) no Default or Event of Default has occurred and is continuing prior to giving effect to such acquisition(s) or would arise after giving effect (including pro forma effect) thereto, (b) Availability exceeds $25,000,000 after giving pro forma effect to such acquisition(s) for a period of three consecutive months prior to such acquisition(s) and (c) the Fixed Charge Coverage Ratio, on a pro forma basis after giving effect to such acquisition(s) (but without giving effect to any synergies or cost savings), determined for the four consecutive fiscal quarters ending on the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, as if such acquisition(s) (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed amortized over such testing period in accordance with its terms) had occurred on the first day of such testing period, is equal to or greater than 1.10 to 1.00.

“ Permitted Discretion ” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 5.04;

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

(d) deposits to secure the performance of bids, trade contracts, government contracts, leases, statutory or regulatory obligations, surety, customs and appeal bonds, performance and return of money bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary; and

(g) Liens solely on cash earnest money deposits made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;

provided that the term “ Permitted Encumbrances ” shall not include any Lien securing Indebtedness.

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any Lender, or by any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

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

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “ employer ” as defined in Section 3(5) of ERISA.

“ Pounds Sterling ” means the lawful currency of the United Kingdom.

“ Prepayment Event ” means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party, other than dispositions described in Section 6.05(a), (b) or (g); or

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party with a fair value immediately prior to such event equal to or greater than $5,000,000; or

(d) the incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.01 or permitted by the Required Lenders pursuant to Section 9.02.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by Chase as its prime rate at its offices at 270 Park Avenue in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Projections ” has the meaning assigned to such term in Section 5.01(f).

“ Protected Party ” means any Credit Party that is or will be subject to any liability or required to make any payment for or on account of U.K. Tax, in relation to a sum received or receivable (or any sum deemed for the purposes of U.K. Tax to be received or receivable) under any Loan Document.

“ Protective Advances ” means, collectively, Dollar Tranche Protective Advances and Multicurrency Tranche Protective Advances.

“ Qualified ECP Guarantor ” means, in respect of any Specified Swap Obligation, each Loan Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to such Specified Swap Obligation or such other Person as constitutes an ECP and can cause another Person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualifying Lender ” means:

(i) a Lender (other than a Lender within clause (ii) below) that is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is:

(a)

a Lender:

(1)

which is a bank (as defined for the purpose of Section 879 of the ITA) making an advance under a Loan Document; or

(2)

in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of Section 879 of the ITA) at the time that that advance was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(b)

a Lender which is:

(1)

a company resident in the United Kingdom for United Kingdom tax purposes; or

(2)

a partnership each member of which is:

(x)

a company so resident in the United Kingdom; or

(y)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (for the purposes of Section 19 of the Corporation Tax Act 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the Corporation Tax Act 2009; or

(3)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing its chargeable profits (within the meaning given by Section 19 of the Corporation Tax Act 2009); or

(c)

a Treaty Lender; or

(ii) a building society (as defined for the purpose of Section 880 of the ITA) making an advance under a Loan Document.

“ Quotation Day ” means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Pounds Sterling, the first day of such Interest Period, (ii) if the currency is euro, the day that is two (2) TARGET2 Days before the first day of such Interest Period, and (iii) for any other currency, two (2) Business Days prior to the commencement of such Interest Period (unless, in each case, market practice differs in the relevant market where the LIBO Rate for such currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations would normally be given on more than one day, then the Quotation Day will be the last of those days)).

“ Recipient ” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank.

“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) supplied to the Administrative Agent at its request by the Reference Banks as of the applicable time on the Quotation Day for Loans in the applicable currency for the applicable Interest Period as the rate at which the relevant Reference Bank could borrow funds in the London (or other applicable) interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers in reasonable market size in that currency and for that period.

“ Reference Banks ” means the principal London (or other applicable) offices of Chase and such other banks as may be appointed by the Administrative Agent in consultation with the Company.

“ Register ” has the meaning set forth in Section 9.04.

“ Regulation ” means the Council of the European Union Regulations No. 1346/2000 on Insolvency Proceedings.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.

“ Rent Reserve ” with respect to any store, warehouse distribution center, regional distribution center or depot where any Inventory subject to Liens arising by operation of law is located, a reserve equal to two (2) months’ rent (in relation to Inventory of the Domestic Loan Parties) and three (3) months’ rent (in relation to Inventory of the Foreign Loan Parties) at such store, warehouse distribution center, regional distribution center or depot.

“ Report ” means reports prepared by the Administrative Agent, the Co-Collateral Agents or another Person showing the results of appraisals, field examinations or audits pertaining to the Loan Parties’ assets from information furnished by or on behalf of the Borrowers, after the Administrative Agent or the Co-Collateral Agents, as applicable, have exercised their rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent or the Co-Collateral Agents.

“ Required Lenders ” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the Aggregate Credit Exposure and unused Commitments at such time.

“ Requirement of Law ” means, as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reserves ” means any and all reserves which the Co-Collateral Agents deem necessary, in their Permitted Discretion, to maintain (including, without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, Rent Reserves, U.K. Priority Payable Reserves, reserves for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for Swap Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, unindemnified or underindemnified liabilities or potential liabilities with respect to any litigation, reserves for extended or extendable retention of title over Accounts and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Company or any Subsidiary.

“ Revolving Commitment ” means, with respect to each Lender, the sum of such Lender’s Dollar Tranche Commitment and Multicurrency Tranche Commitment.

“ Revolving Exposure ” means, with respect to any Revolving Lender at any time and without duplication, the sum of (a) the Dollar Amount of the outstanding principal amount of such Lender’s Dollar Tranche Revolving Loans, Multicurrency Tranche Revolving Loans and its LC Exposure, plus (b) an amount equal to its Applicable Percentage of the Dollar Amount of the aggregate principal amount of Swingline Loans at such time that such Lender has purchased a participation in pursuant to Section 2.06, plus (c) an amount equal to its Applicable Percentage of the Dollar Amount of the aggregate principal amount of Overadvances outstanding at such time that such Lender has purchased a participation in pursuant to Section 2.06.

“ Revolving Exposure Limitations ” has the meaning set forth in Section 2.01.

“ Revolving Lender ” means, as of any date of determination, each Lender that has a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“ Revolving Loan ” means a Loan made by a Revolving Lender pursuant to Section 2.01(a).

“ S&P ” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“ Sanctioned Country ” means, at any time, a country or territory which is the subject or target of any Sanctions.

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“ Second Lien Credit Agreement ” has the meaning assigned to such term in Section 4.01(f).

“ Secured Obligations ” means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Obligations owing to one or more Secured Parties or their respective Affiliates; provided that, the definition of “Secured Obligations” shall not create any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

“ Secured Parties ” means the holders of the Secured Obligations from time to time and shall include (i) each Lender and the Issuing Bank in respect of its Loans and LC Exposure respectively, (ii) the Administrative Agent, the Co-Collateral Agents, the Issuing Bank and the Lenders in respect of all other present and future obligations and liabilities of the Company and each Subsidiary of every type and description arising under or in connection with this Agreement or any other Loan Document, (iii) each Lender and Affiliate of such Lender in respect of Swap Obligations and Banking Services Obligations owed to such Person by the Company or any Subsidiary, (iv) each indemnified party under Section 9.03 in respect of the obligations and liabilities of the Company or any Subsidiary to such Person hereunder and under the other Loan Documents, and (v) their respective successors and (in the case of a Lender, permitted) transferees and assigns.

“ Security Agreement ” means the Domestic Security Agreement or any Foreign Security Agreement.

“ Senior Indebtedness ” means, at any time, the aggregate principal amount of all Indebtedness (other than Subordinated Indebtedness) of the Company and its Subsidiaries at such time, determined on a consolidated basis in accordance with GAAP.

“ Senior Leverage Ratio ” has the meaning set forth in Section 6.13.

“ Settlement ” has the meaning assigned to such term in Section 2.06(e).

“ Settlement Date ” has the meaning assigned to such term in Section 2.06(e).

“ Significant Subsidiary ” means each Subsidiary (i) which, as of the end of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to

Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than five percent (5%) of consolidated total assets determined in accordance with GAAP or (ii) which contributed greater than five percent (5%) of consolidated total revenues determined in accordance with GAAP for the period ending on such date; provided that, if, as of the end of any fiscal quarter, the aggregate amount of consolidated total assets or consolidated total revenues attributable to all Subsidiaries that are not Significant Subsidiaries exceeds fifteen percent (15%) of consolidated total assets as of the end of such fiscal quarter or fifteen percent (15%) of consolidated total revenues for the period ending on such date, respectively, the Company (or, in the event the Company has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Subsidiaries as “Significant Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Significant Subsidiaries.

“ Specified Acquisition ” means the acquisition by the Company of the Specified Target pursuant to terms and conditions reasonable satisfactory to the Administrative Agent.

“ Specified Net Proceeds ” means Net Proceeds received in respect of any event described in clause (a) or (b) of the definition of “Prepayment Event” and relating to Collateral included in the Domestic Borrowing Base or Foreign Borrowing Base.

“ Specified Swap Obligation ” means, with respect to any Loan Guarantor, any obligation 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 or any rules or regulations promulgated thereunder.

“ Specified Target ” means the entity previously disclosed to the Lenders and the Administrative Agent.

“ Standby LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding standby Letters of Credit at such time plus (b) the aggregate Dollar Amount of all LC Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board, the Financial Conduct Authority, the Prudential Regulation Authority, the European Central Bank or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in the applicable currency, expressed in the case of each such requirement as a decimal. Such reserve, liquid asset, fees or similar requirements shall include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset, fee or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under any applicable law, rule or regulation, including Regulation D of the Board. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.

“ Subordinated Indebtedness ” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any direct or indirect subsidiary of the Company or a Loan Party, as applicable.

“ Supply Recipient ” has the meaning assigned to such term in Section 2.18A(s).

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement.

“ Swap Obligations ” of a Person means any and all obligations (after giving effect to any netting agreements) of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.

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

“ Swingline Lender ” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as lender of Swingline Loans hereunder.

“ Swingline Loans ” means, collectively, Dollar Swingline Loans and Multicurrency Swingline Loans.

“ Syndication Agent ” means HSBC Bank USA, National Association, in its capacity as syndication agent for the credit facility evidenced by this Agreement.

“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in euro.

“ TARGET2 Day ” means a day that TARGET2 is open for the settlement of payments in euro.

“ Tax Credit ” means a credit against, relief of remission for or repayment of any U.K. Tax.

“ Tax Deduction ” means a deduction or withholding for or on account of U.K. Tax from a payment under any Loan Document.

“ Tax Payment ” means either an increased payment made by a Borrower to a Lender under Section 2.18A(d) or a payment under Section 2.18A(k).

“ Taxes ” means any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto but excluding U.K. Tax.

“ Term Lender ” means, as of any date of determination, each Lender having a Term Loan Commitment or that holds Term Loans.

“ Term Loan Commitment ” means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make Term Loans as set forth on Schedule 2.01 or in the most recent Assignment and Assumption or other documentation contemplated hereby executed by such Term Lender and (b) as to all Term Lenders, the aggregate commitment of all Term Lenders to make Term Loans, which aggregate commitment shall be $50,000,000 on the date of this Agreement. After advancing the Term Loan, each reference to a Term Lender’s Term Loan Commitment shall refer to that Term Lender’s Applicable Percentage of the Term Loans.

“ Term Loans ” means the term loans made by the Term Lenders to the Company pursuant to Section 2.01(b).

“ Trademarks ” has the meaning assigned to such term in the Domestic Security Agreement.

“ Tranche ” means a category of Revolving Commitments and extensions of credit thereunder. For purposes hereof, each of the following comprises a separate Tranche: (a) Multicurrency Tranche Commitments, Multicurrency Tranche Revolving Loans, Multicurrency Tranche Letters of Credit, and any Swingline Loans, Overadvances and Protective Advances made under the Multicurrency Tranche Commitments and (b) Dollar Tranche Commitments, Dollar Tranche Revolving Loans, Dollar Tranche Letters of Credit and any Swingline Loans, Overadvances and Protective Advances made under the Dollar Tranche Commitments.

“ Transactions ” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof (including the consummation of the Specified Acquisition) and the issuance of Letters of Credit hereunder.

“ Treaty Lender ” means a Lender which:

(i) is treated as a resident of a Treaty State for the purposes of a Treaty; and

(ii) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected.

“ Treaty State ” means a jurisdiction having a double taxation agreement (a “ Treaty ”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Overnight LIBO Rate or the Alternate Base Rate.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“ U.K. Insolvency Event ” means:

(a) a U.K. Relevant Entity is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(b) the value of the assets of any U.K. Relevant Entity (on a consolidated basis with its subsidiaries), is less than its liabilities (taking into account contingent and prospective liabilities);

(c) a moratorium is declared in respect of any indebtedness of any U.K. Relevant Entity; provided that, if a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by such moratorium;

(d) any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any U.K. Relevant Entity;

(ii) a composition, compromise, assignment or arrangement with any creditor of any U.K. Relevant Entity;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any U.K. Relevant Entity, or any of its assets; or

(iv) enforcement of any Lien over any material assets of any U.K. Relevant Entity,

or any analogous procedure or step is taken in any jurisdiction, save that this paragraph (d) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of notice thereof to any U.K. Relevant Entity or any U.K. Relevant Entity otherwise becoming aware of the same; or

(e) any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of a U.K. Relevant Entity, in each such case, such that any such actions or process described in this clause (e) could reasonably be expected to result in a Material Adverse Effect.

“ U.K. Loan Party ” means each Loan Party that is organized under the laws of England and Wales.

“ U.K. Priority Payable Reserves ” means, collectively, Reserves for the prescribed part of each U.K. Loan Party’s net property that would be made available for the satisfaction of its unsecured liabilities pursuant to §176A of the United Kingdom Insolvency Act 1986, as amended, and Reserves with respect to liabilities of each U.K. Loan Party which constitute preferential debts pursuant to §386 of the United Kingdom Insolvency Act 1986, as amended.

“ U.K. Relevant Entity ” means any U.K. Loan Party or any Loan Party capable of becoming subject of an order for winding-up or administration under the Insolvency Act 1986 of the United Kingdom.

“ U.K. Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed by the government of the United Kingdom or any political subdivision thereof.

“ Unliquidated Obligations ” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“ U.S. Person ” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“ VAT ” means value added tax as provided for in the United Kingdom Value Added Tax Act 1994 and any other U.K. Tax of a similar nature.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Withholding Agent ” means any Loan Party and the Administrative Agent.

“ Working Capital ” means, at any date, the excess of current assets (other than cash) of the Company and its Subsidiaries on such date over current liabilities (excluding current liabilities in respect of Indebtedness) of the Company and its Subsidiaries on such date, all determined on a consolidated basis in accordance with GAAP.

SECTION 1.02. Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “ Revolving Loan ”) or by Type (e.g., a “ Eurocurrency Loan ”) or by Class and Type (e.g., a “ Eurocurrency Revolving Loan ”). Borrowings also may be classified and referred to by Class (e.g., a “ Revolving Borrowing ”) or by Type (e.g., a “ Eurocurrency Borrowing ”) or by Class and Type (e.g., a “ Eurocurrency Revolving Borrowing ”).

SECTION 1.03. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

SECTION 1.05. Status of Obligations . In the event that the Company or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Company shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the

terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such other Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

SECTION 1.06. Amendment and Restatement of the Existing Credit Agreement . The parties to this Agreement agree that, on the Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent,” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, and (d) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations.

ARTICLE II

The Credits

SECTION 2.01. Commitments . (a) Subject to the terms and conditions set forth herein, (x) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans from time to time during the Availability Period to the Company and the Foreign Subsidiary Borrowers in Dollars, and (y) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans from time to time during the Availability Period to the Company and the Foreign Subsidiary Borrowers in Agreed Currencies, if, in each case, after giving effect thereto:

(i) the Dollar Tranche Revolving Exposure of each Dollar Tranche Lender would not exceed such Dollar Tranche Lender’s Dollar Tranche Commitment;

(ii) the Multicurrency Revolving Exposure of each Multicurrency Tranche Lender would not exceed such Multicurrency Tranche Lender’s Multicurrency Tranche Commitment;

(iii) the aggregate Company Revolving Exposures of all Lenders would not exceed an amount equal to (x) the Domestic Borrowing Base minus (y) the Foreign Borrowers Utilization; and

(iv) the aggregate Foreign Borrowers Revolving Exposures of all Lenders would not exceed an amount equal to (x) the sum of the Domestic Borrowing Base plus the Foreign Borrowing Base minus (y) the aggregate Company Revolving Exposures of all Lenders;

subject, in each case, to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Sections 2.05 and 2.06. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The limitations on Borrowings referred to in clauses (a)(i) through (a)(iv) above are referred to collectively as the “ Revolving Exposure Limitations ”.

(b) Subject to the terms and conditions set forth herein, each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make Term Loans to the Company on the Effective Date in Dollars in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent in accordance with Section 2.08(a)(i). Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

SECTION 2.02. Loans and Borrowings . (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Protective Advance, any Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05 and 2.06. The Term Loans shall amortize as set forth in Section 2.11.

(b) Subject to Section 2.15, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans, as the relevant Borrower may request in accordance herewith; provided that, each ABR Revolving Loan shall only be made in Dollars to the Company pursuant to the Dollar Tranche Commitments. Each Dollar Swingline Loan made on behalf of the Dollar Tranche Lenders shall be an ABR Loan and each Multicurrency Swingline Loan shall be an Overnight LIBO Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.15, 2.16, 2.17 and 2.18 shall apply to such Affiliate to the same extent as to such Lender; provided that, no such Affiliate shall be entitled to receive any greater payment under any such Section than its affiliated Lender would have been entitled to receive); provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 (or, if such Borrowing is denominated in a Foreign Currency, 500,000 units of such currency) and not less than $2,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 2,000,000 units of such currency, unless such currency is Pounds Sterling, in which case the minimum amount shall be 500,000 units). ABR Revolving Borrowings may be in any amount. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten (10) Eurocurrency Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Requests for Borrowings . To request a Borrowing, the applicable Borrower, or the Borrower Representative on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (a) (i) in the case of a Eurocurrency Borrowing denominated in Dollars, by telephone or by irrevocable written notice (via a written Borrowing Request in a form

approved by the Administrative Agent and signed by the applicable Borrower, or the Borrower Representative on behalf of the applicable Borrower) not later than 11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing and (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Borrower Representative on behalf of the applicable Borrower), not later than 11:00 a.m., Local Time, four (4) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, by telephone or written notice not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.07(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Borrower Representative on behalf of the applicable Borrower. Each such telephonic or written Borrowing Request shall specify the following information:

(i) the aggregate amount of the requested Borrowing and the applicable Borrower;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing;

(iv) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “ Interest Period ”; and

(v) the Funding Account (or other account acceptable to the Administrative Agent) to which funds are to be disbursed, which shall comply with the requirements of Section 2.08.

If no election as to the Type of Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Determination of Dollar Amounts . The Administrative Agent will determine the Dollar Amount of:

(a) each Eurocurrency Borrowing as of the date two (2) Business Days prior to the date of such Borrowing or, if applicable, the date of conversion/continuation of any Borrowing as a Eurocurrency Borrowing;

(b) the LC Exposure as of the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit; and

(c) all outstanding Credit Events on and as of the last Business Day of each calendar quarter and, during the continuation of an Event of Default, on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders.

Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is herein described as a “ Computation Date ” with respect to each Credit Event for which a Dollar Amount is determined on or as of such day.

SECTION 2.05. Protective Advances . (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make (i) Revolving Loans in Dollars to the Company or any Foreign Subsidiary Borrower on behalf of the Dollar Tranche Lenders (each such Loan, a “ Dollar Tranche Protective Advance ”) or (ii) Revolving Loans in any Agreed Currency to the Company or any Foreign Subsidiary Borrower on behalf of the Multicurrency Tranche Lenders (each such Loan, a “ Multicurrency Tranche Protective Advance ”), which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that, (A) the sum of the aggregate amount of Dollar Tranche Protective Advances outstanding at any time plus the aggregate Dollar Tranche Revolving Exposures of all Lenders shall not at any time exceed the aggregate Dollar Tranche Commitments of all Dollar Tranche Lenders, and (B) the sum of the Dollar Amount of the aggregate amount of Multicurrency Tranche Protective Advances outstanding at any time plus the Dollar Amount of the aggregate Multicurrency Tranche Revolving Exposures of all Lenders shall not at any time exceed the aggregate Multicurrency Tranche Commitments of all Multicurrency Tranche Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances made to the Company in Dollars shall be ABR Revolving Borrowings and all Protective Advances made to the Company in any Foreign Currency or to any Foreign Subsidiary Borrower in any Agreed Currency shall be Overnight LIBO Revolving Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability, and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Revolving Lenders to fund their risk participations described in Section 2.05(b).

(b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Dollar Tranche Lender or Multicurrency Tranche Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

SECTION 2.06. Swingline Loans and Overadvances .

(a) The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents,

promptly after the Company requests an ABR Revolving Borrowing in Dollars from the Dollar Tranche Lenders, the Swingline Lender may elect to have the terms of this Section 2.06(a) apply to such Borrowing Request by advancing, on behalf of the Dollar Tranche Lenders and in the amount requested, same day funds to the Company on the applicable Borrowing date to the applicable Funding Account (each such Loan made solely by the Swingline Lender pursuant to this Section 2.06(a) is referred to in this Agreement as a “ Dollar Swingline Loan ”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.06(e). Each Dollar Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Revolving Loans funded by the Dollar Tranche Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Company hereby authorizes the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 2:00 p.m., New York City time, on each Business Day, make available to the Company by means of a credit to the applicable Funding Account, the proceeds of a Dollar Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that day (as determined based on notice from the Administrative Agent). The Dollar Amount of the aggregate amount of Dollar Swingline Loans and Multicurrency Swingline Loans outstanding at any time shall not exceed $20,000,000. The Swingline Lender shall not make any Dollar Swingline Loan if, after giving effect thereto, the Borrowers would not be in compliance with the Revolving Exposure Limitations. All Dollar Swingline Loans shall be ABR Borrowings.

(b) The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Company or any Foreign Subsidiary Borrower requests a Eurocurrency Revolving Borrowing in any Agreed Currency from the Dollar Tranche Lenders or the Multicurrency Tranche Lenders, the Swingline Lender may elect to have the terms of this Section 2.06(b) apply to such Borrowing Request by advancing, on behalf of the Dollar Tranche Lenders or the Multicurrency Tranche Lenders, as applicable, and in the amount and Agreed Currency requested, same day funds to such Borrower on the applicable Borrowing date to the applicable Funding Account (each such Loan made solely by the Swingline Lender pursuant to this Section 2.06(b) is referred to in this Agreement as a “ Multicurrency Swingline Loan ”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.06(e). Each Multicurrency Swingline Loan shall be subject to all the terms and conditions applicable to other Eurocurrency Revolving Loans funded by the Dollar Tranche Lenders or the Multicurrency Tranche Lenders, as applicable, except that all payments thereon shall be payable to the Swingline Lender solely for its own account and interest shall accrue thereon at the rate applicable to Overnight LIBO Revolving Loans. The Dollar Amount of the aggregate amount of Dollar Swingline Loans and Multicurrency Swingline Loans outstanding at any time shall not exceed $20,000,000. The Swingline Lender shall not make any Multicurrency Swingline Loan if, after giving effect thereto, the Borrowers would not be in compliance with the Revolving Exposure Limitations. All Multicurrency Swingline Loans shall be Overnight LIBO Borrowings.

(c) Any provision of this Agreement to the contrary notwithstanding, at the request of the Company or any Foreign Subsidiary Borrower, the Administrative Agent may in its sole discretion (but with absolutely no obligation), make Dollar Tranche Revolving Loans or Multicurrency Tranche Revolving Loans in any Agreed Currency to the Company or such Foreign Subsidiary Borrower, on behalf of the Dollar Tranche Lenders or Multicurrency Tranche Lenders in amounts that exceed the Availability (any such excess Loans, “ Overadvances ”); provided that, no Overadvance shall result in a Default due to any Borrower’s failure to comply with the Revolving Exposure Limitations for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the

condition precedent set forth in Section 4.02(c) has not been satisfied. All Overadvances made to the Company and denominated in Dollars shall be ABR Borrowings, and all Overadvances made to the Company in any Foreign Currency or to any Foreign Subsidiary Borrower in any Agreed Currency shall be Overnight LIBO Borrowings. The authority of the Administrative Agent to make Overadvances is limited at any time to an aggregate amount not to exceed an amount equal to 10% of the Aggregate Revolving Commitment at such time, no Overadvance may remain outstanding for more than thirty (30) days, no Overadvance shall cause any Lender’s Dollar Tranche Revolving Exposure to exceed its Dollar Tranche Commitment, and no Overadvance shall cause any Lender’s Multicurrency Tranche Revolving Exposure to exceed its Multicurrency Tranche Commitment; provided that, the Majority in Interest of the Revolving Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

(d) Upon the making of a Swingline Loan or an Overadvance (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan or Overadvance), each Dollar Tranche Lender or Multicurrency Tranche Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender or the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Overadvance in proportion to its Multicurrency Tranche Percentage or Dollar Tranche Percentage, as applicable. The Swingline Lender or the Administrative Agent may, at any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Swingline Loan or Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Loan.

(e) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “ Settlement ”) with the Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the applicable Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 1:00 p.m., Local Time (i) on the date of such requested Settlement (the “ Settlement Date ”), with respect to Swingline Loans and Overadvances denominated in Dollars and (ii) three (3) Business Days prior to the Settlement Date, with respect to Multicurrency Swingline Loans or Overadvances denominated in any Foreign Currency (or on the Settlement Date, if a Default or Event of Default has occurred and is continuing). Each applicable Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 3:00 p.m., Local Time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Lenders (which shall be an ABR Loan, in the case of any Swingline Loan or Overadvance made to the Company and denominated in Dollars, and a Eurocurrency Revolving Loan in the relevant Agreed Currency with an Interest Period of one week, in the case of any Multicurrency Swingline Loan or Overadvance made to the Company in a Foreign Currency or to a Foreign Subsidiary Borrower denominated in any Agreed Currency), and shall no longer constitute a Swingline Loan or Overadvance, as applicable. If any such amount is not transferred to the Administrative Agent by any applicable Revolving Lender on such Settlement Date, the Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.08.

SECTION 2.07. Letters of Credit . (a) General . Subject to the terms and conditions set forth herein, the Company or any Foreign Subsidiary Borrower may request the issuance of Dollar Tranche Letters of Credit for its own account and the Company or any Foreign Subsidiary Borrower may request Multicurrency Tranche Letters of Credit for its own account, in each case, denominated in Agreed Currencies as the applicant thereof for the support of its or its Subsidiaries’ obligations in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The letters of credit identified on Schedule 2.07 (the “ Existing Letters of Credit ”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Company will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.13(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit).

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of, but in any event no less than three (3) Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, whether such Letter of Credit is a Dollar Tranche Letter of Credit or Multicurrency Tranche Letter of Credit, the currency in which such Letter of Credit is to be denominated (if such Letter of Credit is not a Dollar Tranche Letter of Credit), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to Sections 2.04 and 2.12(b), the Dollar Amount of the LC Exposure with respect to all Letters of Credit issued for the account of the Company shall not exceed $30,000,000, (ii) subject to Sections 2.04 and 2.12(b), the Dollar Amount of the Standby LC Exposure with respect to all Letters of Credit issued for the account of the Company shall not exceed $15,000,000, (iii) subject to Sections 2.04 and 2.12(b), the Dollar Amount of the LC Exposure with respect to all Letters of Credit issued for the account of the Foreign Subsidiary Borrowers shall not exceed $10,000,000, and (iv) the Borrowers shall be in compliance with the Revolving Exposure Limitations.

(c) Expiration Date . Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date.

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or any Revolving Lender in respect of the Tranche under which such Letter of Credit is issued (each such Revolving Lender, an “ Applicable Lender ”), the Issuing Bank hereby grants to each Applicable Lender, and each Applicable Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Applicable Lender’s Applicable Percentage of the aggregate Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Applicable Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Applicable Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement . If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in such Agreed Currency as was paid by the Issuing Bank unless otherwise agreed by the Issuing Bank and the Company, in an amount equal to such LC Disbursement) not later than 12:00 noon, Local Time, on the date that such LC Disbursement is made, if such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by such Borrower prior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediately following the day that such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of $1,000,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.06 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a Dollar Amount equal to the amount of such LC Disbursement and, to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If any Borrower fails to make such payment when due, the Administrative Agent shall notify each Applicable Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Applicable Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Borrower, in the same manner as provided in Section 2.08 with respect to Loans made by such Lender (and Section 2.08 shall apply, mutatis mutandis , to the payment obligations of the Applicable Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Applicable Lenders. Promptly following receipt by the Administrative Agent of any payment from any Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Applicable Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by an Applicable Lender pursuant to this paragraph to reimburse the

Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve any Borrower of its obligation to reimburse such LC Disbursement. If any Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Bank or any Multicurrency Tranche Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, such Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the Issuing Bank or the relevant Multicurrency Tranche Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such LC Disbursement is made, of such LC Disbursement.

(f) Obligations Absolute . Each Borrower’s obligation to reimburse its respective LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, such Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to any Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the applicable Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures . The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve any Borrower of its obligation to reimburse the Issuing Bank and the Applicable Lenders with respect to any such LC Disbursement.

(h) Interim Interest . If the Issuing Bank shall make any LC Disbursement, then, unless a Borrower shall reimburse such LC Disbursement in full when such reimbursement is due pursuant to paragraph (e) of this Section, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that a Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans (or in the case such LC Disbursement is denominated in a Foreign Currency, at the Overnight LIBO Rate for such Agreed Currency plus the then effective Applicable Rate with respect to Overnight LIBO Loans); provided that, if any Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.14(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Applicable Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Applicable Lender to the extent of such payment.

(i) Replacement of the Issuing Bank . The Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, each applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.13(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization . If any Event of Default shall occur and be continuing, on the Business Day that any Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “ LC Collateral Account ”), an aggregate amount in cash equal to 105% of the Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that any Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to any applicable Borrower. Each applicable Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.12(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations or Foreign Secured Obligations (as applicable). The Administrative Agent shall have exclusive dominion

and control, including the exclusive right of withdrawal, over such account and the Company hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations or Foreign Secured Obligations (as applicable). If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three (3) Business Days after all Events of Default have been cured or waived. Notwithstanding anything in this Agreement to the contrary, cash collateral provided by any Foreign Subsidiary Borrower shall be used solely to pay the Foreign Secured Obligations.

SECTION 2.08. Funding of Borrowings . (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds (i) in the case of Loans denominated in Dollars, by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in the case of each Loan denominated in a Foreign Currency, by 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency and at such Eurocurrency Payment Office for such currency in an amount equal to such Lender’s Applicable Percentage; provided that Swingline Loans shall be made as provided in Section 2.06. The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to the applicable Funding Account (or other account acceptable to the Administrative Agent); provided that ABR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.07(e) shall be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the Administrative Agent.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight LIBO Rate in the case of Loans denominated in a Foreign Currency) or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.09. Interest Elections . (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a

Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, a Borrower, or the Borrower Representative on its behalf, shall notify the Administrative Agent of such election (by telephone or irrevocable written notice in the case of a Borrowing denominated in Dollars or by irrevocable written notice (via an Interest Election Request in a form approved by the Administrative Agent and signed by such Borrower, or the Borrower Representative on its behalf) in the case of a Borrowing denominated in a Foreign Currency) by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the relevant Borrower, or the Borrower Representative on its behalf. Notwithstanding any contrary provision herein, this Section shall not be construed to permit any Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and Agreed Currency to be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “ Interest Period ”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then,

unless such Borrowing is repaid as provided herein, at the end of such Interest Period (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Foreign Currency in respect of which the applicable Borrower shall have failed to deliver an Interest Election Request prior to the third (3 ^rd ) Business Day preceding the end of such Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest Period of one month unless such Eurocurrency Borrowing is or was repaid in accordance with Section 2.12. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) unless repaid, each Eurocurrency Borrowing denominated in a Foreign Currency shall automatically be continued as a Eurocurrency Borrowing with an Interest Period of one month.

SECTION 2.10. Termination and Reduction of Commitments; Increase in Commitments . (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 3:00 p.m. (New York City time) on the Effective Date and (ii) all other Commitments shall terminate on the Maturity Date.

(b) The Company may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all reimbursable expenses and other Obligations, other than the Term Loans, together with accrued and unpaid interest thereon.

(c) The Company may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) the Company shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the Borrowers would not be in compliance with the Revolving Exposure Limitations.

(d) The Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

(e) The Company shall have the right to increase the total Dollar Tranche Commitments and/or the total Multicurrency Tranche Commitments by obtaining additional Revolving Commitments, either from one or more of the Lenders or another lending institution (other than an Ineligible Institution); provided that (i) if any Term Loan is outstanding, the Required Lenders shall have given their prior written consent to any such increase, (ii) any such request for an increase shall be in a minimum amount of $5,000,000, (iii) the Company may make a maximum of five (5) such requests, (iv) after giving effect thereto, the sum of the total of the Revolving Commitments does not exceed $225,000,000, (v) the Administrative Agent has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (vi) any such new Lender assumes all of the rights and obligations of a “ Lender ” hereunder, and (vii) the procedures described in Section 2.10(f) have been satisfied. Nothing contained in this Section 2.10 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder at any time.

(f) Any amendment hereto for such an increase or addition shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and the Lender(s) being added or increasing their Revolving Commitment. As a condition precedent to such an increase, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (2) no Default exists and (ii) legal opinions and documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Loan Parties.

(g) On the effective date of any such increase in the Revolving Commitments, (i) any Revolving Lender increasing (or, in the case of any newly added Lender, extending) its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Revolving Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.17 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 2.01 to reflect such increase and shall distribute such revised Schedule 2.01 to each of the Lenders and the Borrowers, whereupon such revised Schedule 2.01 shall replace the old Schedule 2.01 and become part of this Agreement effective as of the effective date of such increase.

SECTION 2.11. Repayment and Amortization of Loans; Evidence of Debt . (a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date in the currency of such Loan, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent. Commencing with the first Business Day following the last day of the second (2 ^nd ) fiscal quarter of the Company ending after the Effective Date (the “ Amortization Date ”) and on the first Business Day following the last day of each March, June, September and December after the Amortization Date, the Company shall repay the outstanding principal amount of the Term Loans in an amount for each such date equal to five percent (5%) of the aggregate principal amount of Term Loans funded by the Term Lenders on the Effective Date, less the amount (if any) prepaid pursuant to the last sentence of Section 2.12(b) (as such amount may be adjusted from time to time pursuant to Section 2.12(a) and Section 2.12(e)). To the extent not previously repaid, all unpaid Term Loans shall be paid in full in Dollars by the Company on the Maturity Date.

(b) In the case of all Domestic Loan Parties, at all times that full cash dominion is in effect pursuant to Section 7.1 of the Domestic Security Agreement, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account (as defined in the Domestic Security Agreement) the previous Business Day (once available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. In the case of all Foreign Loan Parties, on each Business Day, the Administrative Agent shall apply all funds credited to each Collection Account (as defined in each Foreign Security Agreement) the previous Business Day (once available) first to prepay any Protective Advances and Overadvances that may be outstanding and that constitute Foreign Secured Obligations, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure, in each case, that constitute Foreign Secured Obligations.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency, and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations.

(f) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if any such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.12. Prepayment of Loans . (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (f) of this Section and, if applicable, payment of any break funding expenses under Section 2.17.

(b) Except for Overadvances permitted under Section 2.06, if, at any time, (i) other than as a result of fluctuations in currency exchange rates, the Borrowers are not in compliance with the Revolving Exposure Limitations (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) or (ii) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Multicurrency Tranche Revolving Exposures (so calculated) exceeds 105% of the aggregate Multicurrency Tranche Commitments, the Borrowers shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.07(j), as applicable, in an aggregate principal amount sufficient to cause the Borrowers to be in compliance with the Revolving Exposure Limitations. In addition, if the Specified Acquisition is not consummated prior to January 22, 2014, the Borrowers shall immediately prepay the Term Loans in an aggregate principal amount equal to $30,000,000.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Company shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section 2.12(e) below in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “ Prepayment Event ”, if the Company shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Company or its relevant Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, Equipment or other tangible assets (excluding Inventory) to be used in the business of the Company and/or its Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided further that to the extent any such Net Proceeds therefrom have not been so applied by the end of such 360 day period, a prepayment shall be required at such time in an amount equal to such Net Proceeds that have not been so applied; provided , further that the Company shall not be permitted to make elections to use Net Proceeds to acquire (or replace or rebuild) real property, Equipment or other tangible assets (excluding Inventory) with respect to Net Proceeds in any fiscal year in an aggregate amount in excess of $25,000,000. Notwithstanding the foregoing, no Net Proceeds received by any Foreign Loan Party in respect of any Prepayment Event shall be used to prepay any Obligations other than the Foreign Secured Obligations.

(d) Commencing with the 2014 fiscal year of the Company, with the first payment under this paragraph to be in 2015, so long as any Term Loans are outstanding, the Borrowers shall prepay the Term Loans (applied to scheduled principal installments of the Term Loans in the inverse order of maturity) on the date that is ten (10) days after the earlier of (i) the date on which the Company’s annual audited financial statements for the immediately preceding fiscal year are delivered pursuant to Section 5.01 or (ii) the date on which such annual audited financial statements were required to be delivered pursuant to Section 5.01, in an amount equal to fifty percent (50%) of the Company’s Excess Cash Flow for such immediately preceding fiscal year. Each Excess Cash Flow prepayment shall be accompanied by a certificate signed by a Financial Officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to Administrative Agent.

(e) All amounts pursuant to Section 2.12(c) (other than any Specified Net Proceeds) shall be applied, first to prepay the scheduled principal installments of the Term Loans in the inverse order of maturity, second to prepay any Protective Advances and Overadvances that may be outstanding, pro rata and third to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Aggregate Revolving Commitment and to cash collateralize outstanding LC Exposure. All amounts pursuant to Section 2.12(c) that constitute Specified Net Proceeds shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Aggregate Revolving Commitment and to cash collateralize outstanding LC Exposure and third to prepay the scheduled principal installments of the Term Loans in the inverse order of maturity; provided that, if the Company shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Company or its relevant Subsidiaries intend to apply the Specified Net Proceeds (or a portion thereof specified in such certificate) from the applicable event giving rise to such Specified Net Proceeds, within 180 days after receipt of such Specified Net Proceeds, to acquire (or replace) Inventory to be used in the business of the Company and/or its Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required of the Term Loans pursuant to this paragraph in respect of the Specified Net Proceeds specified in such certificate; provided further that to the extent any such Specified Net Proceeds therefrom have not been so applied by the end of such 180 day period, a prepayment in an amount equal to such Specified Net Proceeds that have not been so applied shall be required at such time, which shall be applied as follows: first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Aggregate Revolving Commitment and to cash collateralize outstanding LC Exposure and third to prepay the scheduled principal installments of the Term Loans in the inverse order of maturity. Notwithstanding the foregoing, no Net Proceeds received by any Foreign Loan Party in respect of any Prepayment Event shall be used to prepay any Obligations other than the Foreign Secured Obligations.

(f) The applicable Borrower, or the Borrower Representative on its behalf, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing (confirmed by telephone) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case, before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing or Overnight LIBO Borrowing, not later than 11:00 a.m., Local Time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.10, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.10. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Company, and each mandatory prepayment of a Revolving Borrowing

or a Term Loan Borrowing shall be applied in accordance with Section 2.12(e). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.14 and (ii) if applicable, break funding payments pursuant to Section 2.17.

SECTION 2.13. Fees . (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at a rate per annum equal to 0.375% on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the first Business Day of each calendar month and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(b) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue, in the case of standby Letters of Credit, at the same Applicable Rate and, in the case of Commercial Letters of Credit, at 50% of the same Applicable Rate, in each case, used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the first Business Day of each calendar month following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.

(c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section) and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.14. Interest . (a) The Loans comprising each ABR Borrowing (including each applicable Swingline Loan but excluding any Protective Advance or Overadvance) shall bear interest at the Alternate Base Rate plus the Applicable Rate. The Loans comprising each Overnight LIBO Borrowing (excluding any Protective Advance or Overadvance) shall bear interest at the Overnight LIBO Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) All Protective Advances and Overadvances denominated in Dollars shall bear interest at the Alternate Base Rate plus the Applicable Rate plus 2%. All Protective Advances and Overadvances denominated in any other Agreed Currency shall bear interest at the Overnight LIBO Rate plus the Applicable Rate plus 2%.

(d) Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at their option, by notice to the Company (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “ each Lender directly affected thereby ” for reductions in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder.

(e) Accrued interest on each Loan (for ABR Loans and Overnight LIBO Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Pounds Sterling shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed. The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Rate or Overnight LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.15. Alternate Rate of Interest . (a) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this

Agreement; provided , further , however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate notified by each applicable Lender to the Administrative Agent as soon as practicable as being the cost to each applicable Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion, such rate, the “ COF Rate ”).

(b) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency and/or for the applicable Interest Period; or

(ii) the Administrative Agent is advised by the Majority in Interest of the Lenders of any Class that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency and/or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, then the LIBO Rate for such Eurocurrency Borrowing shall be deemed to be the COF Rate; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

(c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Overnight LIBO Rate or the Overnight LIBO Rate will not adequately and fairly reflect the cost to the Administrative Agent or the Swingline Lender, as applicable, of making or maintaining Protective Advances, Overadvances or Swingline Loans, the Administrative Agent or Swingline Lender, as applicable, shall give notice thereof to the applicable Borrower and the Revolving Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Revolving Lenders that the circumstances giving rise to such notice no longer exist, Overnight LIBO Borrowings shall be made as Alternate Rate Borrowings.

SECTION 2.16. Increased Costs . (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate or Overnight LIBO Rate) or the Issuing Bank;

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes or U.K. Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Excluded Taxes and (C) U.K. Taxes consisting of a Tax Deduction required by law to be made by a Borrower or compensated for by Section 2.18A);

and the result of any of the foregoing shall be to increase the cost to such Person of making, continuing, converting into or maintaining any Loan or of maintaining its obligation to make any such Loan or to increase the cost to such Person of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Person hereunder, whether of principal, interest or otherwise, then the applicable Borrower will pay to such Person such additional amount or amounts as will compensate such Person for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitment of, or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay, or, subject to Section 10.13, cause the other Borrowers to pay, such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.17. Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.12), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable

thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(d) and is revoked in accordance therewith), or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 2.20, then, in any such event, subject to Section 10.13, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

SECTION 2.18. Taxes .

(a) Withholding of Taxes; Gross-Up . Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

(b) Payment of Other Taxes by the Borrowers . The Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrowers . Subject to Section 10.13, the Borrowers shall jointly and severally indemnify each Recipient for any Indemnified Taxes that are paid or payable by such Recipient in connection with any Loan Document (including amounts paid or payable under this Section 2.18(d)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.18(d) shall be paid within ten (10) days after the Recipient delivers to the Borrower Representative a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.18(e) shall be paid within ten (10) days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

(f) Status of Lenders . (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower Representative or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.18(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Borrower Representative and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing, if any Borrower is a U.S. Person, any Lender with respect to such Borrower shall, if it is legally eligible to do so, deliver to the Borrower Representative and the Administrative Agent (in such number of copies reasonably requested by the Borrower Representative and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under any Loan

Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(C) in the case of a Non-U.S. Lender for whom payments under any Loan Document constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;

(D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a tax certificate substantially in the form of Exhibit G-1 to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code, (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;

(E) in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a tax certificate substantially in the form of Exhibit G-2 on behalf of such partners; or

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrower Representative or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrower Representative and the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.18(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrowers or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.18, it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.18 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided , that the Borrowers, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other Person.

SECTION 2.18A. U.K. Tax .

(a) Unless a contrary indication appears, in this Section 2.18A a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

(b) A Borrower shall make all payments to be made by it under a Loan Document without any Tax Deduction, unless a Tax Deduction is required by law.

(c) A Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the relevant Borrower.

(d) If a Tax Deduction is required by law to be made by a Borrower under any Loan Document, the amount of the payment due from a Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(e) A Borrower is not required to make an increased payment to a Lender under clause (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom from a payment of interest on a Loan, if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law, Treaty or any published practice or concession of any relevant taxing authority; or

(ii) the relevant Lender is a Qualifying Lender solely under sub-paragraph (i)(b) of the definition of Qualifying Lender and:

(A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “ Direction ”) under Section 931 of the ITA which relates to that payment and that Lender has received from a Borrower a certified copy of that Direction; and

(B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(b) of the definition of Qualifying Lender and:

(A) the relevant Lender has not given a Tax Confirmation to the Company; and

(B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of Section 930 of the ITA; or

(iv) the relevant Lender is a Treaty Lender and a Borrower is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under clause (h) below.

(f) If a Borrower is required to make a Tax Deduction, such Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(g) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, a Borrower shall deliver to the Administrative Agent for the Lender entitled to the payment a statement under Section 975 of the ITA or other evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(h) (i) Subject to paragraph (ii) below, a Treaty Lender and a Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.

(ii) Nothing in paragraph (i) above shall require a Treaty Lender to:

(A) register under the HMRC DT Treaty Passport scheme;

(B) apply the HMRC DT Treaty Passport scheme to any Loan if it has so registered; or

(C) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (i) below and the Borrower making that payment has not complied with its obligations under paragraph (j) below.

(i) A Treaty Lender which holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall provide an indication to that effect by notifying the Company of its scheme reference number and its jurisdiction of tax residence (and, in the case of a Treaty Lender that is a party to this Agreement on the Effective Date, such scheme reference number and jurisdiction of tax residence is reflected on Schedule 2.01 hereof).

(j) Where a Lender includes the indication described in paragraph (i) above the relevant Borrower shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs, within 30 days of the date such Lender becomes a Lender under this Agreement or, within 30 days of the date such Borrower becomes a Borrower under this Agreement (as the case may be), and shall promptly provide the Lender with a copy of that filing.

(k) A Borrower shall (within 3 Business Days of demand by the Administrative Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of U.K. Tax by that Protected Party in respect of any Loan Document.

(l) Clause (k) above shall not apply with respect to any U.K. Tax assessed on a Protected Party:

(i) under the law of the jurisdiction in which that Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Protected Party is treated as resident for tax purposes; or

(ii) under the law of the jurisdiction in which that Protected Party’s facility office is located in respect of amounts received or receivable in that jurisdiction,

if that U.K. Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Protected Party.

(m) Furthermore, clause (k) above shall not apply to the extent a loss, liability or cost:

(i) is compensated for by an increased payment under clause (d) above; or

(ii) would have been compensated for by an increased payment under clause (d) above but was not so compensated solely because one of the exclusions in clause (e) applied.

(n) A Protected Party making, or intending to make a claim under clause (k) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the Borrowers.

(o) A Protected Party shall, on receiving a payment from a Borrower under clause (k) above, notify the Administrative Agent.

(p) If a Borrower makes a Tax Payment and the relevant Lender determines that:

(i) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and

(ii) that Lender has obtained, utilized and retained that Tax Credit,

the relevant Lender shall pay an amount to that Borrower which that Lender determines will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been made by that Borrower.

(q) A Borrower shall pay and, within three (3) Business Days of demand, indemnify each Credit Party against any cost, loss or liability that Credit Party incurs in relation to all stamp duty, registration and other similar U.K. Taxes payable in respect of any Loan Document (excluding, for the avoidance of doubt, any such U.K. Tax arising in connection with an assignment or transfer by that Credit Party of its rights under any Loan Document).

(r) All amounts set out, or expressed to be payable under a Loan Document by any party to a Credit Party which (in whole or part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (s) below, if VAT is or becomes chargeable on any supply made by any Credit Party to any party under a Loan Document, that party shall pay to the Credit Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of such VAT (and such Credit Party shall promptly provide an appropriate VAT invoice to such party).

(s) If VAT is or becomes chargeable on any supply made by any Credit Party (the “ Supplier ”) to any other Credit Party (the “Supply Recipient ”) under a Loan Document, and any party other than the Supply Recipient (the “ Subject Party ”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Supply Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Supply Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Supply Recipient from the relevant tax authority which the Supply Recipient reasonably determines is in respect of such VAT.

(t) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses to the extent that the Credit Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

(u) Any reference in this Section 2.18A to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

This Section 2.18A shall be deemed to constitute an integral part of Section 2.18 and cross-references to Section 2.18 shall be deemed to reference such Section and this Section 2.18A, taken together.

SECTION 2.19. Payments Generally; Allocation of Proceeds; Sharing of Set-offs . (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.16, 2.17 or 2.18, or otherwise) prior to (i) in the case of payments denominated in Dollars, 3:00 p.m., New York City time, and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices at 270 Park Avenue, New York, New York 10017 or, in the case of a Credit Event denominated in a

Foreign Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.16, 2.17, 2.18 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “ Original Currency ”) no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.

(b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Company), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.12) or (C) amounts to be applied from any Collection Account (which shall be applied in accordance with Section 2.11(b)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such proceeds shall be applied ratably first , to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from any Borrower (other than in connection with Banking Services Obligations or Swap Obligations), second , to pay any fees or expense reimbursements then due to the Lenders from any Borrower (other than in connection with Banking Services Obligations or Swap Obligations), third , to pay interest due in respect of the Overadvances and Protective Advances, fourth , to pay the principal of the Overadvances and Protective Advances, fifth , to pay interest then due and payable on the Revolving Loans (other than the Overadvances and Protective Advances) ratably, sixth , to prepay principal on the Revolving Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements ratably, seventh , to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate drawn amount of Letters of Credit with respect to which an LC Disbursement has not yet been made, to be held as cash collateral for such Obligations, eighth , to payment of any amounts owing with respect to Banking Services Obligations and Swap Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.25 (or, with respect to Banking Services Obligations and/or Swap Obligations provided by Chase or an Affiliate thereof, up to and including the amount most recently available to the Administrative Agent), ninth , to pay interest then due and payable on the Term Loans ratably, tenth , to prepay principal on the Term Loans ratably and eleventh , to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by any Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Company, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.17. In addition, notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and

reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, (x) any such application of proceeds from property of the Domestic Loan Parties shall be applied to the Domestic Secured Obligations (other than the Domestic Secured Obligations that constitute a Guarantee of the Foreign Secured Obligations) before being applied to any of the other Secured Obligations and (y) the application of any such applicable proceeds from Collateral securing solely the Foreign Secured Obligations shall be made solely in respect of the Foreign Secured Obligations in the same order set forth above.

(c) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by a Borrower (or the Borrower Representative on behalf of a Borrower) pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of such Borrower maintained with the Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.05 or 2.06, as applicable and (ii) the Administrative Agent to charge any deposit account of the relevant Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

(d) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender of the same Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of such Class and participations in LC Disbursements of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of such Class and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(e) Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in

accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including, without limitation, the Overnight LIBO Rate in the case of Loans denominated in a Foreign Currency).

(f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06, 2.07(d) or (e), 2.08(b), 2.19(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Bank to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

(g) The Administrative Agent may from time to time provide the Borrowers with billing statements or invoices with respect to any of the Secured Obligations (the “ Billing Statements ”). The Administrative Agent is under no duty or obligation to provide Billing Statements, which, if provided, will be solely for the Borrowers’ convenience. The Billing Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Billing Statement on or before the due date indicated on such Billing Statement, the Borrowers shall not be in default; provided that, acceptance by the Administrative Agent, on behalf of the Lenders, of any payment that is less than the payment due at that time shall not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in full at another time.

SECTION 2.20. Mitigation Obligations; Replacement of Lenders .

(a) If any Lender requests compensation under Section 2.16, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender (or its Affiliate) requests compensation under Section 2.16, or if any Borrower is required to pay any additional amount to any Lender (or its Affiliate) or any Governmental Authority for the account of any Lender (or its Affiliate) pursuant to Section 2.18, or if any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.16 or 2.18) and

obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

SECTION 2.21. Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.13(a);

(b) such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b)) and the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or a Majority in Interest of any Class of Lenders have taken or may take any action hereunder;

(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the Revolving Lenders that are not Defaulting Lenders (such Lenders, the “ Non-Defaulting Revolving Lenders ”) in accordance with their respective Applicable Percentages but only to the extent the sum of all Non-Defaulting Revolving Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all Non-Defaulting Revolving Lenders’ Revolving Commitments; and

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize, for the benefit of the Issuing Bank, the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.07(j) for so long as such LC Exposure is outstanding;

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.13(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the Non-Defaulting Revolving Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Revolving Lenders pursuant to Section 2.13(a) and Section 2.13(b) shall be adjusted in accordance with such Non-Defaulting Revolving Lenders’ Applicable Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any Revolving Lender hereunder, all letter of credit fees payable under Section 2.13(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and

(d) so long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the Non-Defaulting Revolving Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.21(c), and participating interests in any such newly issued or increased Letter of Credit or in any newly made Swingline Loan shall be allocated among Non-Defaulting Revolving Lenders in a manner consistent with Section 2.21(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to the Parent of any Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) the Issuing Bank or the Swingline Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit and the Swingline Lender shall not be required to fund any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, shall have entered into arrangements with the Borrowers or such Revolving Lender, satisfactory to the Issuing Bank or the Swingline Lender, as the case may be, to defease any risk in respect of such Revolving Lender hereunder.

In the event that the Administrative Agent, the Borrowers, the Issuing Bank and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Revolving Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and, on the date of such readjustment, such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Applicable Percentage.

SECTION 2.22. Returned Payments . If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.22 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.22 shall survive the termination of this Agreement.

SECTION 2.23. Judgment Currency . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “ specified currency ”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of each Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.19, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrower.

SECTION 2.24. Designation of Foreign Subsidiary Borrowers . The Company may at any time and from time to time designate any Approved Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower or Letter of Credit (unless the same is cash collateralized by such Borrower in an amount not to exceed 105% of the Dollar Amount of the corresponding LC Exposure and on terms reasonably satisfactory to the Administrative Agent) shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Foreign Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

SECTION 2.25. Banking Services Obligations and Swap Obligations . Each Lender (other than Chase) or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and the aggregate mark-to-market obligations (and notional amounts) at such time in respect of all Swap Obligations of such Loan Party to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall deliver to the Administrative Agent, from time to time upon the Administrative Agent’s request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and the aggregate mark-to-market obligations due at such time in respect of Swap Obligations. The most recent information provided to the Administrative Agent (or, with respect to Banking Services Obligations and/or Swap Obligation provided by Chase or an Affiliate thereof, the most recent information available to the

Administrative Agent) shall be used in determining the amounts to be applied in respect of Banking Services Obligations and/or Swap Obligations pursuant to Section 2.19(b) and which tier of the waterfall, contained in Section 2.19(b), Banking Services Obligations and/or Swap Obligations will be placed.

ARTICLE III

Representations and Warranties

Each Loan Party represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers . Each of the Loan Parties and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Foreign Subsidiary Borrower that is incorporated in a jurisdiction in the European Union represents and warrants to the Lenders that its centre of main interest (as that term is used in Article 3(1) of the Regulation) is in its jurisdiction of incorporation and it has no Establishment in any other jurisdiction.

SECTION 3.02. Authorization; Enforceability . The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents.

SECTION 3.04. Financial Condition; No Material Adverse Change . (a) The Company has heretofore furnished to the Lenders (i) its annual report or Form 10-K, which contains the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2012, reported on by Ernst & Young LLP, independent public accountants, and (ii) its quarterly report or Form 10-Q, which contains the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ended September 30, 2013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2012.

SECTION 3.05. Properties . (a) As of the date of this Agreement, Schedule 3. 05 sets forth the address of each parcel of real property that is owned or leased by each Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists which could result in the termination of such lease or sublease in accordance with its terms. Each of the Loan Parties and its Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all its real and personal property, free of all Liens other than those permitted by Section 6.02.

(b) Each Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, and the use thereof by the Loan Parties and its Subsidiaries does not infringe in any material respect upon the rights of any other Person, and the Loan Parties’ rights thereto are not subject to any licensing agreement or similar arrangement.

SECTION 3.06. Litigation and Environmental Matters . (a) Except as set forth in Schedule 3.06 , there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters (i) no Loan Party nor any of its Subsidiaries has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability.

(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Agreements . Each Loan Party and its Subsidiaries is in compliance with all Requirements of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08. Investment Company Status . No Loan Party nor any of its Subsidiaries is an “ investment company ” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09. Taxes . Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on

its books adequate reserves or (b) to the extent that the failure to do so could not be expected to result in a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes.

SECTION 3.10. ERISA; Non-U.S. Pension Plans . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

(a) Each Non-U.S. Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent such non-compliance could not reasonably be expected to result in a Material Adverse Effect. With respect to each Non-U.S. Pension Plan, none of the Company, its Affiliates or any of their directors, officers, employees or agents has engaged in a transaction, or other act or omission (including entering into this Agreement and any act done or to be done in connection with this Agreement), that has subjected, or could reasonably be expected to subject, the Company or any of its Subsidiaries, directly or indirectly, to any penalty (including any tax or civil penalty), fine, claim or other liability (including any liability under a Contribution Notice or Financial Support Direction, or any liability or amount payable under Section 75 or 75A of the United Kingdom Pensions Act 1995), that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and there are no facts or circumstances which could reasonably be expected to give rise to any such penalty, fine, claim, or other liability. With respect to each Non-U.S. Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Non-U.S. Pension Plan is maintained. The aggregate unfunded liabilities, with respect to such Non-U.S. Pension Plans could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. Disclosure . The Company has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date.

SECTION 3.12. Material Agreements . No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement or contract to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness.

SECTION 3.13. Solvency . (a) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts

and other liabilities become absolute and matured; (iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

(b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

SECTION 3.14. Insurance . Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid, except those noted on Schedule 3.14 as installment payments that are still due. The Borrowers believe that the insurance maintained by or on behalf of the Company and the Subsidiaries is adequate.

SECTION 3.15. Capitalization and Subsidiaries . Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Company of each and all of the Company’s Subsidiaries, (b) a true and complete listing of each class of each of the Company’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and (c) the type of entity of the Company and each of its Subsidiaries, in each case, including after giving effect to the Specified Acquisition. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non assessable.

SECTION 3.16. No Burdensome Restrictions . No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions permitted under Section 6.10.

SECTION 3.17. Federal Reserve Regulations . Neither the Company nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. No part of the proceeds of any Loan have been used or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X.

SECTION 3.18. Security Interest in Collateral . The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations or Foreign Secured Obligations (as applicable), enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Liens permitted under Section 6.02 (other than clause (n) thereof), to the extent any such Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

SECTION 3.19. Employment Matters . As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable

Federal, state, local or foreign law dealing with such matters. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Loan Party or such Subsidiary.

SECTION 3.20. Common Enterprise . The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.

SECTION 3.21. Anti-Corruption Laws and Sanctions . The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and employees and to the knowledge of the Company its directors and, to the extent acting in any capacity in connection with or directly benefiting from the credit facility established hereby, agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Company, any Subsidiary or to the knowledge of the Company or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate Anti-Corruption Laws or applicable Sanctions.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date . The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) Credit Agreement and Loan Documents . The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or PDF transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders in substantially the form of Exhibit B , all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit F .

(b) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates . The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by laws or operating, management or partnership agreement, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization.

(c) No Default Certificate . The Administrative Agent shall have received a certificate, signed by the chief financial officer of the Company, on the initial Borrowing date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct as of such date, and (iii) certifying any other factual matters as may be reasonably requested by the Administrative Agent.

(d) Fees . The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Company to the Administrative Agent on or before the Effective Date.

(e) Lien Searches . The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions in which the initial Loan Parties are organized, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent.

(f) Termination of Second Lien Financing . The Administrative Agent shall have received evidence satisfactory to it that the credit facility evidenced by the Second Lien Credit Agreement, as amended (the “ Second Lien Credit Agreement ”), dated as of July 27, 2012, by and among the Company, the Loan Parties party thereto as subsidiary guarantors, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Term Loans) and any and all liens thereunder shall have been terminated.

(g) Funding Account . The Administrative Agent shall have received a notice setting forth the deposit account(s) of the Borrowers (the “ Funding Accounts ”) to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

(h) Solvency . The Administrative Agent shall have received a solvency certificate from a Financial Officer.

(i) Closing Availability . After giving effect to all Borrowings to be made on the Effective Date and the issuance of any Letters of Credit on the Effective Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities, and obligations current, the Availability shall not be less than $35,000,000.

(j) Filings, Registrations and Recordings . Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation.

(k) Other Documents . The Administrative Agent shall have received such other documents and information as the Administrative Agent, any Co-Collateral Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested.

The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02. Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.

(c) After giving effect to any Revolving Borrowing or the issuance of any Letter of Credit, Availability is not less than zero.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

SECTION 4.03. Designation of a Foreign Subsidiary Borrower . The designation of a Foreign Subsidiary Borrower pursuant to Section 2.24 after the Effective Date is, except to the extent waived in writing by the Administrative Agent in its reasonable discretion, subject to the condition precedent that the Company or such proposed Foreign Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent:

(a) Copies, certified by the Secretary or Assistant Secretary of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement, this Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary;

(b) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement, this Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary;

(c) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders;

(d) Any promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the Administrative Agent;

(e) A certificate, signed by the chief financial officer of such Subsidiary and dated the applicable Foreign Subsidiary Borrower Effective Date, (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct as of such date, and (iii) certifying any other factual matters as may be reasonably requested by the Administrative Agent;

(f) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement;

(g) Copies of such Foreign Security Agreements (and notices of security relating to such agreements) as the Administrative Agent may request, duly executed by such Subsidiary, and other evidence satisfactory to the Administrative Agent that all filings and other actions have been taken for the Administrative Agent to have a first priority perfected security interest in the Collateral of such Subsidiary;

(h) To the extent requested by the Administrative Agent, a true and complete customer list of such Subsidiary as of the applicable Foreign Subsidiary Borrower Effective Date, which list shall state each customer’s name, mailing address and phone number and shall be certified as true by a Financial Officer of the Company;

(i) A solvency certificate, dated the applicable Foreign Subsidiary Borrower Effective Date, from a Financial Officer of such Subsidiary and the Company;

(j) A Borrowing Base Certificate calculating the Foreign Borrowing Base, as of a date reasonably near but on or prior to the Foreign Subsidiary Borrower Effective Date;

(k) All government and third party approvals in connection with the transaction contemplated pursuant to this Section 4.03 with respect to such Subsidiary and the Company shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions with respect to the foregoing;

(l) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document;

(m) Each of the following, in form and substance satisfactory to, and to the extent requested by, the Administrative Agent: (i) audited consolidated financial statements of such Subsidiary and its Subsidiaries for their two most recently ended fiscal years, (ii) unaudited interim consolidated financial statements of such Subsidiary and its Subsidiaries for each fiscal month ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, (iii) monthly projections (including forecasts of Availability) of such Subsidiary and its Subsidiaries for each fiscal month through the last fiscal month of the then-current fiscal year and (iv) annual projections of such Subsidiary and its Subsidiaries for the period ending on the Maturity Date;

(n) Such information, supporting documentation and other evidence regarding such Subsidiary and its directors, authorized signing officers, direct or indirect shareholders or other Persons in control thereof, and the transactions contemplated hereby, as may be reasonably requested by the Administrative Agent in order to comply with the requirements of the Act and any other applicable anti-money laundering and know-your-customer laws;

(o) To the extent requested by the Administrative Agent, satisfactory appraisals of Inventory and field exams from appraisers satisfactory to the Administrative Agent;

(p) Any Collateral Access Agreements, Deposit Account Control Agreements or other equivalent arrangements that are required to be provided pursuant to each applicable Foreign Security Agreement of such Subsidiary;

(q) To the extent required by the terms of the applicable Foreign Security Agreement of such Subsidiary or any other Collateral Document, the Administrative Agent shall have received (i) the certificates representing the Equity Interests that are required to be pledged pursuant thereto, together with undated stock powers or stock transfer forms, as applicable, for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) required to be pledged pursuant thereto;

(r) Payoff documentation providing evidence that all existing credit facilities of such Subsidiary have been terminated and cancelled, all Indebtedness thereunder has been fully repaid and, to the extent available, the results of a recent lien search report in each of the jurisdictions where assets of such Subsidiary are located, and such search shall reveal no Liens on any of the assets of such Subsidiary except for Liens permitted under Section 6.02 hereof;

(s) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Foreign Subsidiary Borrower; and

(t) Such other documents and the Loan Parties shall have taken such other actions, including entering into any amendments to this Agreement or any other Loan Document, in each case, that the Administrative Agent may reasonably request in order to give effect to the provisions contained in this Section 4.03 and/or which the Administrative Agent reasonably deems necessary to reflect commercial or legal requirements in relation to such Subsidiary.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements; Borrowing Base and Other Information . The Company will furnish to the Administrative Agent, the Co-Collateral Agents and each Lender:

(a) within ninety (90) days after the end of each fiscal year of the Company, its audited consolidated and unaudited consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on (in the case of audited statements) by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “ going concern ” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (it being understood and agreed that unaudited consolidating financial information provided pursuant to this subsection (a) shall, in respect of Subsidiaries, only show individually Significant Subsidiaries);

(b) within forty-five (45) days after the end of each of the first three fiscal quarters of the Company, its consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (it being understood and agreed that unaudited consolidating financial information provided pursuant to this subsection (b) shall, in respect of Subsidiaries, only show individually Significant Subsidiaries);

(c) within thirty (30) days after the end of each fiscal month of the Company, excluding the months of January, March, June, September and December, its consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal month and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (it being understood and agreed that unaudited consolidating financial information provided pursuant to this subsection (c) shall, in respect of Subsidiaries, only show individually Significant Subsidiaries);

(d) concurrently with any delivery of financial statements under clause (a), (b) or (c) above, a certificate of a Financial Officer of the Company in substantially the form of Exhibit D (i)

certifying, in the case of the financial statements delivered under clause (b) or (c), as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations of the Fixed Charge Coverage Ratio for the most recently ended four (4) fiscal quarters and, if applicable, demonstrating compliance with Section 6.12 (determined as if a Covenant Period were then applicable) and, if any Term Loan shall then be outstanding, Section 6.13 and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(e) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(f) as soon as available, but in any event not later than the first Business Day of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Company for each month of the upcoming fiscal year (the “ Projections ”) in form reasonably satisfactory to the Administrative Agent;

(g) as soon as available but in any event within twenty (20) days of the end of each calendar month (or within five (5) days of the end of each calendar week from and after the date on which Availability is less than $20,000,000 and until such subsequent date, if any, on which Availability is greater than $20,000,000), as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the Domestic Borrowing Base and the Foreign Borrowing Base;

(h) as soon as available but in any event within twenty (20) days of the end of each calendar month (or within five (5) days of the end of each calendar week from and after the date on which Availability is less than $20,000,000 and until such subsequent date, if any, on which Availability is greater than $20,000,000) as of the period then ended, all delivered electronically if such information then exists in electronic format on the Company’s electronic information database:

(i) a detailed aging of each Loan Party’s Accounts (1) including all invoices aged by invoice date and due date (with an explanation of the terms offered) and (2) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably acceptable to the Administrative Agent and the Co-Collateral Agents, together with the balance due for each Account Debtor, and to the extent requested by the Administrative Agent, the name and address for each Account Debtor;

(ii) a schedule detailing each Loan Party’s Inventory (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by quantity on hand, which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Co-Collateral Agents have previously indicated to the Company are deemed by the Co-Collateral Agents to be appropriate, (2) including a report of any variances or other results of Inventory

counts performed by such Loan Party since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by such Loan Party and complaints and claims made against such Loan Party), and (3) reconciled to the Borrowing Base Certificate delivered as of such date;

(iii) a schedule detailing each Loan Party’s Trademarks, indicating, to the extent not previously reported, new trademark applications and registrations, in form reasonably satisfactory to the Administrative Agent and the Co-Collateral Agents, including any applicable registration number or application number with the United States Patent and Trademark Office;

(iv) a reconciliation of each Loan Party’s Accounts, Inventory and Trademarks between the amounts shown in such Loan Party’s general ledger and financial statements and the reports delivered pursuant to clauses (i), (ii) and (iii) above; and

(v) a reconciliation of the loan balance per each Loan Party’s general ledger to the loan balance under this Agreement;

(i) as soon as available but in any event within twenty (20) days of the end of each calendar month, as of the month then ended, a schedule and aging of each Loan Party’s accounts payable, delivered electronically;

(j) as soon as available but in any event within forty-five (45) days of the end of each fiscal year of the Company, as of the end of the most recently ended fiscal year of the Company, a list of all customer addresses, delivered electronically;

(k) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;

(l) as soon as possible and in any event within three (3) Business Days of obtaining knowledge thereof: (i) any investigation or proposed investigation by the Pensions Regulator which may lead to the issuance of a Financial Support Direction or a Contribution Notice in relation to any Non-U.S. Pension Plan, (ii) any amount is due to any Non-U.S. Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995, (iii) an amount becomes payable under Section 75 or 75A of the United Kingdom Pensions Act 1995, in each case describing such matter or event and the action which the Company or relevant Loan Party proposes to take with respect thereto and/or (iv) any material change to the rate or basis of the employer contributions to a Non-U.S. Pension Plan; and

(m) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, the Co-Collateral Agents or any Lender may reasonably request.

Documents required to be delivered pursuant to clauses (a) and (b) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System; provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

SECTION 5.02. Notices of Material Events . The Company will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000, or (vii) involves any material product recall;

(d) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance;

(e) any notice of default giving right of termination received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within five (5) Business Days after receipt thereof at the Company’s corporate offices);

(f) (i) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $5,000,000 or (ii) the occurrence of any of the following to the extent the same could reasonably be expected to result in a Material Adverse Effect: (A) issuance by the Pensions Regulator of a Financial Support Direction or a Contribution Notice in relation to any Non-U.S. Pension Plan or a warning notice in respect thereof, (B) any amount is due to any Non-U.S. Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995 and/or (C) an amount becomes payable under Section 75 or 75A of the United Kingdom Pensions Act 1995; and

(g) any other event or occurrence that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business . Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently

conducted. Each Subsidiary organized under the laws of a member state of the European Union shall cause its registered office and centre of main interests (as that term is used in Article 3(1) of the Regulation) to be situated solely in its jurisdiction of incorporation and shall have an Establishment situated solely in its jurisdiction of incorporation.

SECTION 5.04. Payment of Obligations . Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties . Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

SECTION 5.06. Books and Records; Inspection Rights . Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, and will cause each Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (ii) permit any representatives designated by the Administrative Agent or the Co-Collateral Agents (including employees of the Administrative Agent, any Co-Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent or the Co-Collateral Agents), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested. The Loan Parties acknowledge that the Administrative Agent or the Co-Collateral Agents, after exercising their rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders.

SECTION 5.07. Compliance with Laws . Each Loan Party will, and will cause each Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.08. Use of Proceeds . The proceeds of the Loans will be used only (i) to finance the Specified Acquisition and any fees and expenses related thereto, (ii) to refinance the obligations outstanding under the Second Lien Credit Agreement, (iii) to finance the payment of consideration for Permitted Acquisitions and investments permitted under Section 6.04 and (iv) for working capital and general corporate purposes of the Company and its Subsidiaries in the ordinary course of business. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails (x) a violation of any of the regulations of the Board, including Regulations T, U and X or (y) a violation of the applicable legislation governing financial assistance as set forth in Section 5.15 hereof. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and the Company shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 5.09. Insurance . Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Company will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

SECTION 5.10. Casualty and Condemnation . The Company (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents.

SECTION 5.11. Appraisals . Once during each period of twelve (12) consecutive months (or, twice during each period of twelve (12) consecutive months if and for so long as Availability is less than $23,500,000) or, if an Event of Default has occurred and is continuing, at any time that the Administrative Agent or the Co-Collateral Agents request, the Loan Parties will provide the Administrative Agent and the Co-Collateral Agents with appraisals or updates thereof of their Inventory and Trademarks from an appraiser selected and engaged by the Administrative Agent or the Co-Collateral Agents, and prepared on a basis reasonably satisfactory to the Administrative Agent and the Co-Collateral Agents, such appraisals and updates to include, without limitation, information required by applicable law and regulations. All such appraisals or updates shall be at the sole expense of the Loan Parties. For purposes of clarity, it is understood and agreed that the initial appraisal conducted with respect to assets of any Foreign Loan Party acquired pursuant to the Specified Acquisition shall be at the sole expense of the Loan Parties and shall not reduce the number of appraisals that can be conducted pursuant to this Section 5.11.

SECTION 5.12. Field Examinations . Once during each period of twelve (12) consecutive months (or, twice during each period of twelve (12) consecutive months if and for so long as Availability is less than $23,500,000) or, if an Event of Default has occurred and is continuing, at any time that the Administrative Agent or the Co-Collateral Agents request, the Loan Parties will permit, upon reasonable notice, the Administrative Agent or the Co-Collateral Agents to conduct a field examination to ensure adequacy of Collateral included in the Domestic Borrowing Base or Foreign Borrowing Base and related reporting and control systems. For purposes of this Section 5.12, it is understood and agreed that a single field examination may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such field examinations shall be at the sole expense of the Loan Parties. For purposes of clarity, it is understood and agreed that the initial field examination conducted with respect to assets of any Foreign Loan Party acquired pursuant to the Specified Acquisition shall be at the sole expense of the Loan Parties and shall not reduce the number of field examinations that can be conducted pursuant to this Section 5.12.

SECTION 5.13. Depository Banks . The Loan Parties will maintain one or more of the Administrative Agent, the Lenders and their Affiliates as its principal depository banks, including for the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business.

SECTION 5.14. Additional Collateral; Further Assurances . (a) The Company and each Subsidiary that is a Loan Party shall cause each of its Domestic Subsidiaries formed or acquired after the Effective Date in accordance with the terms of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit E hereto (the “ Joinder Agreement ”) within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) of such formation, or acquisition, such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party.

(b) Without limiting the generality of the foregoing, the Company and each Domestic Subsidiary that is a Loan Party will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests in each Domestic Subsidiary and First Tier Foreign Subsidiary directly owned by the Company or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, (x) the parties hereto acknowledge and agree that no pledge agreement in respect of the pledge of Equity Interests of a First Tier Foreign Subsidiary shall be required until the date that is sixty (60) days after the Effective Date (or such later date as is agreed to by the Administrative Agent in its reasonable discretion) and (y) no pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.

(c) To secure the prompt payment and performance of all of the Foreign Secured Obligations, subject to applicable law, each Foreign Subsidiary Borrower shall cause each of its Subsidiaries (including any Foreign Subsidiaries acquired pursuant to the Specified Acquisition, but excluding any Excluded Entities) to (i) to the extent requested by the Administrative Agent, become a party to a guarantee that guarantees repayment of the Foreign Secured Obligations and is in form and substance reasonably satisfactory to the Administrative Agent, (ii) pledge and grant a security interest in 100% of the Equity Interests in each such Foreign Subsidiary Guarantor by becoming party to a Foreign Security Agreement that is in form and substance reasonably satisfactory to the Administrative Agent, and (iii) deliver such other documentation, make any filings and take any other actions that the Administrative Agent may reasonably require in order to perfect its first priority security interest in the assets referred to clause (ii).

(d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments (including, without limitation, deposit account control agreements and securities account control agreements), and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the

terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Notwithstanding the foregoing, at such time as no Term Loans are outstanding and no Default or Event of Default has occurred and is then continuing, the Lien granted to or held by the Administrative Agent upon the Equity Interests in LTB de Mexico, S.A. de C.V. shall be released and such Equity Interests shall no longer constitute Collateral.

(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under any Security Agreement that become subject to the Lien in favor of the Administrative Agent upon acquisition thereof), the Company will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations or Foreign Secured Obligations (as applicable) and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (d) of this Section, all at the expense of the Loan Parties.

(f) If and for so long as Availability is less than $5,000,000, if requested by the Administrative Agent, each Foreign Loan Party shall, and each Borrower shall cause each Foreign Loan Party to, notify all Account Debtors obligated on the Accounts of such Foreign Loan Party of the Liens created by the applicable Foreign Security Agreement(s).

(g) Notwithstanding the foregoing, the parties hereto acknowledge and agree that, in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any Equity Interest or other asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents.

SECTION 5.15. Financial Assistance . Each Foreign Loan Party and its Subsidiaries shall comply in all material respects with applicable legislation governing financial assistance and/or capital maintenance, including Sections 678-679 of the United Kingdom Companies Act 2006, as amended, including in relation to the execution of the Foreign Security Agreements of each Foreign Loan Party and payments of amounts due under this Agreement.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Loan Parties covenant and agree with the Lenders that:

SECTION 6.01. Indebtedness . No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(a) the Secured Obligations;

(b) Indebtedness existing on the date hereof, and Indebtedness existing on the date of the Specified Acquisition, and, in each case, set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof;

(c) Indebtedness of the Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to the Company or any Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of the Company to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent;

(d) Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Company or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations;

(e) Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $10,000,000 at any time outstanding;

(f) Indebtedness which represents an extension, refinancing, or renewal of Indebtedness under any of the Indebtedness described in clauses (b), (e), (i) and (j) hereof; provided that, (i) the principal amount as of the date hereof of such Indebtedness is not increased, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such extension, refinancing, or renewal are not materially less favorable to the obligor thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness;

(g) Indebtedness owed to any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the ordinary course of business;

(h) Indebtedness of the Company or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business;

(i) Indebtedness of any Person that becomes a Domestic Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Domestic Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (i) shall not exceed $10,000,000 at any time outstanding;

(j) Indebtedness of any Person that is a Foreign Subsidiary; provided that the aggregate principal amount of Indebtedness permitted by this clause (j) shall not exceed $10,000,000 at any time outstanding; and

(k) other unsecured Indebtedness in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; provided that the aggregate principal amount of Indebtedness of the Company’s Subsidiaries permitted by this clause (k) shall not exceed $10,000,000 at any time outstanding.

SECTION 6.02. Liens . No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Liens created pursuant to any Loan Document;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.02 ; provided that (i) such Lien shall not apply to any other property or asset of the Company or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or Subsidiary;

(e) any Lien existing on any property or asset (other than Accounts, Inventory and Trademarks) prior to the acquisition thereof by any Loan Party or any Subsidiary or existing on any property or asset (other than Accounts, Inventory and Trademarks) of any Person prior to the acquisition of such Person by any Loan Party or any Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien shall not apply to any other property or assets of a Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(f) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(g) possessory Liens in favor of lessees or sublessees of property leased or subleased by the Company or any Subsidiary in the ordinary course of business of the Company or such Subsidiary; provided that such Liens attach only to such property;

(h) Liens arising out of sale and leaseback transactions permitted by Section 6.06;

(i) Liens granted by a Subsidiary that is not a Loan Party in favor of the Company or another Loan Party in respect of Indebtedness owed by such Subsidiary;

(j) Liens granted by a Foreign Subsidiary that is not a Loan Party on its assets; provided that such security interests secure Indebtedness permitted by clause (j) of Section 6.01;

(k) reserve deposit accounts and/or Liens granted in respect of such reserve deposit accounts in connection with various payment processing transactions between the Company and/or any Subsidiary, and any third party payment processor;

(l) Liens of sellers of goods to the Company or any of its Subsidiaries arising under Article 2 of the UCC in effect in the relevant jurisdiction in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

(m) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(n) Liens incurred in the ordinary course of business of the Company or any Subsidiary with respect to obligations that do not in the aggregate exceed $1,000,000 at any time outstanding, so long as such Liens, to the extent covering any Collateral, are subordinated to the Liens granted pursuant to the Collateral Documents on terms satisfactory to the Administrative Agent;

(o) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Company or any Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness for borrowed money;

(p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(q) Liens arising by virtue of deposits or otherwise made in the ordinary course of business to secure liability for premiums to insurance carriers and payments to utilities; and

(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any Subsidiary in the ordinary course of business in accordance with the past practices of the Company or such Subsidiary.

Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts or Trademarks, other than those permitted under clause (a) of the definition of Permitted Encumbrance and clause (a) above or (2) Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrance and clause (a) above.

SECTION 6.03. Fundamental Changes . (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Company may merge into the Company in a transaction in which the Company is the surviving corporation, (ii) any Loan Party (other than the Company) may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, (iv) the Company may consummate the Specified Acquisition, (v) any other Person may merge into or consolidate with the Company or any Subsidiary in connection with a Permitted Acquisition so long as the Company or such Subsidiary is the surviving entity of such merger or consolidation; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 and (vi) the Subsidiaries of the Specified Target set forth on Schedule 6.03 may be dissolved.

(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions . No Loan Party will, nor will it permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except:

(a) Permitted Investments subject, to the extent requested by the Administrative Agent, to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties;

(b) investments in existence on the date of this Agreement and described in Schedule 6.04 ;

(c) investments by the Company and the Subsidiaries in Equity Interests in their respective Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to a Security Agreement (subject to the limitations applicable to common stock of an Affected Foreign Subsidiary referred to in Section 5.14) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $20,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);

(d) loans or advances made by a Loan Party to any Subsidiary and made by any Subsidiary to any Loan Party or any other Subsidiary; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to a Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso

to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $20,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);

(e) Guarantees constituting Indebtedness permitted by Section 6.01; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $20,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);

(f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $2,000,000 in the aggregate at any one time outstanding;

(g) subject to Sections 4.2(a) and 4.4 of the Domestic Security Agreement (and any similar provisions in each Foreign Security Agreement), notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices;

(h) investments in the form of Swap Agreements permitted by Section 6.07;

(i) investments of any Person existing at the time such Person becomes a Subsidiary of the Company or consolidates or merges with the Company or any of its Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger;

(j) investments received in connection with the dispositions of assets permitted by Section 6.05;

(k) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;

(l) Permitted Acquisitions;

(m) acquisitions made by any Loan Party from any other Loan Party;

(n) investments in Persons that are not Subsidiaries and/or purchases of assets other than in the ordinary course of business not constituting Permitted Acquisitions from Persons that are not, and do not thereby become, Subsidiaries; provided that, the aggregate outstanding amount permitted under this clause (n) shall not at any time exceed $25,000,000;

(o) investments by the Company and the Subsidiaries in Equity Interests in their respective Subsidiaries and loans or advances made by a Loan Party to any Subsidiary or made by any Subsidiary to any Loan Party, in each case, made in order to consummate Permitted Acquisitions;

(p) other investments in an aggregate amount not to exceed $7,500,000; and

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(q) the Company and its Subsidiaries may (i) acquire and hold accounts receivable owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) invest in, acquire and hold cash and cash equivalents, (iii) endorse negotiable instruments held for collection in the ordinary course of business or (iv) make deposits permitted under Section 6.02;

(r) loans and advances to directors, employees and officers of the Company and its Subsidiaries for bona fide business purposes to purchase Equity Interests of the Company, in an aggregate amount not to exceed $250,000 at any time outstanding;

(s) investments in securities of trade creditors or customers in the ordinary course of business received in settlement of a bona fide dispute or judgment or upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(t) investments to the extent such investments reflect an increase in the value of investments;

(u) investments consisting of cash earnest money deposits made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;

(v) the Specified Acquisition;

(w) investments acquired in connection with Permitted Acquisitions; and

(x) Guarantees entered into in the ordinary course of business by the Company or any Subsidiary of real property leases and similar obligations of the Company or any Subsidiary.

The amount of any investment shall be the original cost of such investment plus the cost of all additions thereto less all returns of capital, dividends and other cash returns thereof and less all liabilities expressly and irrevocably assumed by another person in connection with the sale of such investment, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such investment. The amount of any loan shall be the initial principal amount of such loan less all returns of principal and other cash returns thereof.

SECTION 6.05. Asset Sales . No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Company permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Company or another Subsidiary in compliance with Section 6.04), except:

(a) sales, transfers and dispositions of (i) inventory in the ordinary course of business, (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business and (iii) the abandonment or other disposition of immaterial intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole;

(b) sales, transfers and dispositions to any Loan Party or any Subsidiary; provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Sections 6.04 and 6.09;

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(c) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;

(d) sales, transfers and dispositions of Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04;

(e) sale and leaseback transactions permitted by Section 6.06;

(f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company or any Subsidiary;

(g) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other paragraph of this Section; provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (g) shall not exceed $25,000,000 during the term of this Agreement;

(h) leases or subleases of real or personal property in the ordinary course of business and in accordance with the applicable Collateral Documents; and

(i) transactions permitted by Section 6.03 or Section 6.04;

provided that all sales, transfers, leases and other dispositions permitted hereby in respect of property having a value in excess of $600,000 (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and for at least 75% cash consideration.

SECTION 6.06. Sale and Leaseback Transactions . No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by the Company or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within ninety (90) days after the Company or such Subsidiary acquires or completes the construction of such fixed or capital asset.

SECTION 6.07. Swap Agreements . No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which any Loan Party or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Company or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Loan Party or any Subsidiary.

SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness . (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Company may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) the Company may make Restricted Payments

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pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company and its Subsidiaries, (iv) the Company may pay regularly scheduled cash dividends in accordance with the Company’s historical dividend policy in an aggregate amount not to exceed $2,000,000 per fiscal year of the Company, so long as no Default or Event of Default shall have occurred and be continuing or would arise after giving effect (including pro forma effect) thereto and (v) the Company and the Subsidiaries may declare or make, or agree to pay or make, directly or indirectly, any other Restricted Payment so long as (A) no Default or Event of Default has occurred and is continuing prior to giving effect to such Restricted Payment or would arise after giving effect (including pro forma effect) thereto and (B) either (x) (1) Availability exceeds $25,000,000 after giving pro forma effect to such Restricted Payment for a period of six (6) consecutive months prior to such Restricted Payment and (2) the Fixed Charge Coverage Ratio, after giving effect to such Restricted Payment on a pro forma basis, determined for the four consecutive fiscal quarters ending on the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, is equal to or greater than 1.10 to 1.00 or (y) Availability exceeds $45,000,000 after giving pro forma effect to such Restricted Payment for a period of six (6) consecutive months prior to such Restricted Payment.

(b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness described in clauses (a) or (b) of the definition of Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:

(i) payment of Indebtedness created under the Loan Documents;

(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof;

(iii) refinancings of Indebtedness to the extent permitted by Section 5.08(ii) or 6.01; and

(iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

SECTION 6.09. Transactions with Affiliates . No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to the Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Loan Party and any Subsidiary that is a Loan Party not involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d) and guarantees permitted by Section 6.04(e), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) the payment of reasonable fees to directors of the Company or any Subsidiary who are not employees of the Company or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Company or its Subsidiaries in the ordinary course of business, (h) transactions set forth on Schedule 6.09 and (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Company’s board of directors.

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SECTION 6.10. Restrictive Agreements . No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

SECTION 6.11. Amendment of Material Documents . No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, except as permitted in any intercreditor agreement between the Administrative Agent (on behalf of the Secured Parties) and the holders of such Indebtedness, (b) any Material Indebtedness in any way that creates a Burdensome Restriction or (c) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents, in each case, to the extent any such amendment, modification or waiver would be adverse to the Lenders.

SECTION 6.12. Fixed Charge Coverage Ratio . (a) At any time the Term Loans are outstanding and (b) at any time (i) no Term Loans are outstanding and (ii) Availability is less than $17,500,000 and continuing until Availability of at least $20,000,000 is maintained for a period of three (3) consecutive months (any such period of time described in the foregoing clause (a) or (b), a “ Covenant Period ”), in each case the Company will not permit the Fixed Charge Coverage Ratio, determined for any period of four (4) consecutive fiscal quarters ending on the last day of each fiscal quarter, to be less than 1.10 to 1.00.

SECTION 6.13. Senior Leverage Ratio . At any time when any Term Loan is outstanding, the Company will not permit the ratio (the “ Senior Leverage Ratio ”), determined as of the end of each fiscal quarter set forth below, of (a) Senior Indebtedness to (b) EBITDA determined for the period of four (4) consecutive fiscal quarters ending on the last day of such fiscal quarter, to be greater than the ratio set forth opposite such fiscal quarter:


Fiscal Quarter Ending		Maximum Senior Leverage Ratio
March 31, 2014		3.75 to 1.00
June 30, 2014		3.75 to 1.00
September 30, 2014		3.75 to 1.00
December 31, 2014		3.75 to 1.00
March 31, 2015		3.00 to 1.00
June 30, 2015		3.00 to 1.00
September 30, 2015		3.00 to 1.00
December 31, 2015		3.00 to 1.00
March 31, 2016 and each fiscal quarter ending thereafter		2.50 to 1.00

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Notwithstanding the foregoing, for any fiscal quarter of the Company ending on September 30 ^th , the applicable “ Maximum Senior Leverage Ratio ” set forth in the foregoing table shall be increased by an additional 0.25:1.00 in excess of the applicable level otherwise provided above.

ARTICLE VII

Events of Default

If any of the following events (“ Events of Default ”) shall occur:

(a) any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to a Loan Party’s existence), 5.08, 5.14 or 5.15 or in Article VI;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) five (5) Business Days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)), 5.03 through 5.07, 5.09, 5.10, 5.11 or 5.12 of this Agreement or (ii) thirty (30) days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement;

(f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the

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lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, administration, receivership, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, administrator, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) (i) any Loan Party or any Subsidiary of any Loan Party shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors or (F) take any action for the purpose of effecting any of the foregoing or (ii) a U.K. Insolvency Event shall occur in respect of any U.K. Relevant Entity;

(j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against any Loan Party, any Subsidiary of any Loan Party or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary of any Loan Party to enforce any such judgment or any Loan Party or any Subsidiary of any Loan Party shall fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) a Change in Control shall occur;

(n) the occurrence of any “ default ” or “ Event of Default ”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;

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(o) the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect;

(p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document;

(q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or

(r) any of the Borrowers or Subsidiaries shall have been notified by the Pensions Regulator or the trustees of a Non-U.S. Pension Plan that any of them has, in relation to a Non-U.S. Pension Plan, incurred a debt or other liability under Section 75 or 75A of the United Kingdom Pensions Act 1995, or has been issued with a Contribution Notice or Financial Support Direction, or otherwise is liable to pay any other amount in respect of Non-U.S. Pension Plans, in each case, that could reasonably be expected to result in a Material Adverse Effect;

then, and in every such event (other than an event with respect to any Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to any Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

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ARTICLE VIII

The Administrative Agent and The Co-Collateral Agents

Each of the Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. as Administrative Agent hereunder and under each other Loan Document and to take such actions on its behalf, including execution of the other Loan Documents, and on behalf of the Secured Parties and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the terms of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Each of the Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. and HSBC Bank USA, National Association, as Co-Collateral Agents and authorizes the Co-Collateral Agents to take such action on its behalf and to exercise such powers as are delegated to the Co-Collateral Agents by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Any bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not such Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not such Agent hereunder.

No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Company or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

The Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agents also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and

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shall not incur any liability for relying thereon. The Agents may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

An Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. An Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower Representative, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article, Section 2.18(d) and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Subject to the appointment and acceptance of a successor Co-Collateral Agent as provided in this paragraph, a Co-Collateral Agent may resign at any time by notifying the other Co-Collateral Agent, the Administrative Agent, the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Administrative Agent shall have the right, with the approval of the Required Lenders, to appoint a successor. If no successor shall have been so approved by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Co-Collateral Agent gives notice of its resignation, then the Administrative Agent shall perform the duties of such Co-Collateral Agent. Upon the acceptance of its appointment as Co-Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Co-Collateral Agent, and the retiring Co-Collateral Agent shall be discharged from its duties and obligations hereunder. After a Co-Collateral Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Co-Collateral Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Co-Collateral Agent.

The actions of the Co-Collateral Agents shall be taken jointly; provided that, in the event the Co-Collateral Agents shall fail to agree within the time period required for such action (or, if no time period is specified herein, within a reasonable time in light of the circumstances, but in no event more than five (5) Business Days from the first determination that action is required), the more restrictive action proposed to be taken shall govern.

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Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent or the Co-Collateral Agents; (b) each of the Administrative Agent and the Co-Collateral Agents (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent and the Co-Collateral Agents undertake no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, (i) it will hold the Administrative Agent, each Co-Collateral Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) it will pay and protect, and indemnify, defend, and hold the Administrative Agent, the Co-Collateral Agents and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by such Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

None of the Lenders, if any, identified in this Agreement as a Syndication Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to any Lender in its capacity as Syndication Agent, as it makes with respect to the Administrative Agent in the preceding paragraph.

Except with respect to the exercise of setoff rights of any Lender, in accordance with Section 9.08, the proceeds of which are applied in accordance with this Agreement, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against any Borrower or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be provided in this Agreement or the other Loan Documents, with the consent of the Administrative Agent.

The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to

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act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.

In its capacity, the Administrative Agent is a “ representative ” of the Secured Parties within the meaning of the term “ secured party ” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(c); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; (iii) as described in Section 5.14(d) with respect to the Equity Interests in LTB de Mexico, S.A. de C.V.; or (iv) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower Representative to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided , however , that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

The Company, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf of its affiliated Secured Parties, hereby irrevocably constitute the Administrative Agent as the holder of an irrevocable power of attorney ( fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Company or any Subsidiary on property pursuant to the laws of the Province of Quebec to secure obligations of the Company or any Subsidiary under any bond, debenture or similar title of indebtedness issued by the Company or any Subsidiary in connection with this Agreement, and agree that the Administrative Agent may act as the bondholder and mandatary with respect to any bond, debenture or similar title of indebtedness that may be issued by the Company or any Subsidiary and pledged in favor of the Secured Parties in connection with this Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), JPMorgan Chase Bank, N.A. as Administrative Agent may acquire and be the holder of any bond issued by the Company or any Subsidiary in connection with this Agreement (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Company or any Subsidiary).

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The Administrative Agent is hereby authorized to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge for the benefit of the Secured Parties including a right of pledge with respect to the entitlements to profits, the balance left after winding up and the voting rights of the Company as ultimate parent of any subsidiary of the Company which is organized under the laws of the Netherlands and the Equity Interests of which are pledged in connection herewith (a “ Dutch Pledge ”). Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of parallel debt obligations of the Company or any relevant Subsidiary as will be described in any Dutch Pledge (the “ Parallel Debt ”), including that any payment received by the Administrative Agent in respect of the Parallel Debt will - conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application - be deemed a satisfaction of a pro rata portion of the corresponding amounts of the Obligations, and any payment to the Secured Parties in satisfaction of the Obligations shall - conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application - be deemed as satisfaction of the corresponding amount of the Parallel Debt. The parties hereto acknowledge and agree that, for purposes of a Dutch Pledge, any resignation by the Administrative Agent is not effective until its rights under the Parallel Debt are assigned to the successor Administrative Agent.

The parties hereto acknowledge and agree for the purposes of taking and ensuring the continuing validity of German law governed pledges ( Pfandrechte ) with the creation of parallel debt obligations of the Company and its Subsidiaries as will be further described in a separate German law governed parallel debt undertaking. The Administrative Agent shall (i) hold such parallel debt undertaking as fiduciary agent ( Treuhaender ) and (ii) administer and hold as fiduciary agent ( Treuhaender ) any pledge created under a German law governed Collateral Document which is created in favor of any Secured Party or transferred to any Secured Party due to its accessory nature ( Akzessorietaet ), in each case in its own name and for the account of the Secured Parties. Each Lender, on its own behalf and on behalf of its affiliated Secured Parties, hereby authorizes the Administrative Agent to enter as its agent in its name and on its behalf into any German law governed Collateral Document, to accept as its agent in its name and on its behalf any pledge under such Collateral Document and to agree to and execute as agent in its name and on its behalf any amendments, supplements and other alterations to any such Collateral Document and to release any such Collateral Document and any pledge created under any such Collateral Document in accordance with the provisions herein and/or the provisions in any such Collateral Document.

Each Secured Party hereby irrevocably appoints JPMorgan Chase Bank, N.A. as Administrative Agent on the terms and conditions set forth in any Foreign Security Agreement governed by English law to act as its trustee under and in relation to any Foreign Security Agreement governed by English law and to hold the assets subject to the security thereby created as trustee for the Secured Parties on the trusts and other terms contained in any Foreign Security Agreement governed by English law. Each Secured Party hereby irrevocably authorizes JPMorgan Chase Bank, N.A., as Administrative Agent, to exercise such rights, remedies, powers and discretions as are specifically delegated to it by the terms of any Foreign Security Agreement governed by English law, together with all such rights, remedies, powers and discretions as are reasonably incidental thereto. Any reference in this Agreement to Liens or other security interests stated to be in favor of the Administrative Agent shall be construed so as to include a reference to Liens or other security interests granted in favor of JPMorgan Chase Bank, N.A., as Administrative Agent.

Additionally, JPMorgan Chase Bank, N.A., as Administrative Agent, (or any successor Administrative Agent in accordance with this Agreement) shall have, subject always to the provisions of any Foreign Security Agreement governed by English law, (a) all the powers of an absolute owner of the

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security constituted by the Foreign Security Agreement governed by English law and (b) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Foreign Security Agreement governed by English law and/or any of the Loan Documents.

The Secured Parties agree that at any time that the beneficiary of the Liens under any Foreign Security Agreement governed by English law shall be a Person other than the Administrative Agent, such other Person shall have the rights, remedies, benefits and powers granted to the Administrative Agent in this Agreement or in any Foreign Security Agreement governed by English law. Nothing in this Article VIII shall require JPMorgan Chase Bank, N.A., as Administrative Agent, to act as a trustee at common law or to be holding any property on trust, in any jurisdiction outside the United Kingdom which may not operate under principles of trust or where such trust would not be recognized or its effects would not be enforceable.

JPMorgan Chase Bank, N.A. has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “ Flood Laws ”). JPMorgan Chase Bank, N.A., as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMorgan Chase Bank, N.A. reminds each Lender and Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices . (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail (with facsimile numbers provided herein for informational purposes only), as follows:

(i) if to any Loan Party, c/o the Company at Lifetime Brands, Inc., 1000 Stewart Avenue, Garden City, New York 11530, Attention: Chief Financial Officer (Telephone No. (516) 203-3500);

(ii) if to the Administrative Agent, (A) in the case of any Dollar Tranche Credit Event or any Term Loan Borrowing, to JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Chicago, Illinois 60603, Attention of Justin P Anderson (Telecopy No. 312-377-1100), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, 44 ^th Floor, New York, NY 10017, Attention of Robert A. Kaulius (Telecopy No. (646) 534-2288), (B) in the case of any Multicurrency Tranche Credit Event, to J.P. Morgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, 44 ^th Floor, New York, NY 10017, Attention of Robert A. Kaulius (Telecopy No. (646) 534-2288), and (C) in the case of all other notices or communications, to JPMorgan Chase Bank, N.A., 270 Park Avenue, 44 ^th Floor, New York, NY 10017, Attention of Robert A. Kaulius (Telecopy No. (646) 534-2288);

(iii) if to the Issuing Bank, to it at (A) in the case of Dollar Tranche Letters of Credit, JPMorgan Chase Bank, N.A., 270 Park Avenue, Floor 44, New York, NY, 10017, Attention of Deokie D. Basanta (Telecopy No. 646-534-2274) and (B) in the case of Multicurrency Tranche Letters of Credit, J.P. Morgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360);

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(iv) if to the Swingline Lender, (A) in the case of Swingline Loans made on behalf of the Dollar Tranche Lenders, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Chicago, Illinois 60603, Attention of Justin P Anderson (Telecopy No. 312-377-1100) and (B) in the case of Swingline Loans made on behalf of the Multicurrency Tranche Lenders, to it at J.P. Morgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360);

(v) if to the Co-Collateral Agents, to each at: (A) JPMorgan Chase Bank, N.A., 270 Park Avenue, 44 ^th Floor, New York, NY 10017, Attention of Robert A. Kaulius (Telecopy No. (646) 534-2288) and (B) HSBC Bank USA, National Association, 452 Fifth Avenue, New York, NY 10018, Attention of Steven A. Alves (Telecopy No. (212) 525-2520); and

(vi) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient. Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to compliance and no Event of Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “ return receipt requested ” function, as available, return e-mail or other written acknowledgement), and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) Any party hereto may change its address for notices and other communications (or facsimile number) hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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(d) Electronic Systems .

(i) The Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to any Loan Party, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

SECTION 9.02. Waivers; Amendments . (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Except as provided in Section 2.10(f) with respect to any increase of the Revolving Commitments, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (provided that the Administrative Agent may make Protective Advances as set forth in Section 2.05), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (except that any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement (other than any reduction of the amount of, or any extension of the payment date for, the mandatory prepayments required under Section 2.12, in each case which

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shall only require the approval of the Required Lenders), or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.19(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender, (v) increase the advance rates above the maximum percentage amounts set forth in the definition of Domestic Borrowing Base or Foreign Borrowing Base or add new categories of eligible assets, without the written consent of each Revolving Lender, (vi) change any of the provisions of this Section or the definition of “ Required Lenders ” or the percentage with respect to any Class of Lenders in the definition of the term “ Majority in Interest ” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender directly affected thereby, (vii) change Section 2.21, without the consent of each Revolving Lender (other than any Defaulting Lender), (viii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, (ix) except as provided in clauses (d) and (e) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender, (x) waive any condition set forth in Section 4.02 without the written consent of the Majority in Interest of the Revolving Lenders (it being understood and agreed that any amendment or waiver of, or any consent with respect to, any provision of this Agreement (other than any waiver expressly relating to Section 4.02) or any other Loan Document, including any amendment of any affirmative or negative covenant set forth herein or in any other Loan Document or any waiver of a Default or an Event of Default, shall not be deemed to be a waiver of a condition set forth in Section 4.02 for purposes of this Section 9.02), or (xi) change any provisions of this Agreement in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders representing a Majority in Interest of each affected Class; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being understood that any change to Section 2.21 shall require the consent of the Administrative Agent, the Swingline Lender and the Issuing Bank). The Administrative Agent may also amend Schedule 2.01 to reflect assignments entered into pursuant to Section 9.04 and as set forth in Section 2.10(g).

(c) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII, (v) as permitted by, but only in accordance with, the terms of the applicable Loan Document, or (vi) as described in Section 5.14(d) with respect to Equity Interests in LTB de Mexico, S.A. de C.V. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written

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authorization of the Required Lenders; provided that, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $5,000,000 during any calendar year without the prior written authorization of the Required Lenders (it being agreed that the Administrative Agent may rely conclusively on one or more certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

(d) If, in connection with any proposed amendment, waiver or consent requiring the consent of “ each Lender ” or “ each Lender directly affected thereby, ” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “ Non-Consenting Lender ”), then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) each Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.17 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

(e) Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrowers only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.

(f) Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit facilities to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.

SECTION 9.03. Expenses; Indemnity; Damage Waiver . (a) The Company shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii)

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all out-of-pocket expenses incurred by the Administrative Agent, any Co-Collateral Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

(i) inventory and trademark appraisals and insurance and environmental reviews;

(ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or a Co-Collateral Agent or the internally allocated fees for each Person employed by the Administrative Agent or a Co-Collateral Agent with respect to each field examination;

(iii) taxes, fees and other charges for (A) lien searches and (B) filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;

(iv) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take;

(v) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent; and

(vi) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral (including costs and expenses in relation to any Deposit Account Control Agreement).

All of the foregoing fees, costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.19(c).

(b) The Company shall indemnify the Administrative Agent, each Co-Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, (iv) the failure of the Borrowers to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrowers for Taxes pursuant to Section 2.18, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of

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the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes or U.K Taxes other than any Taxes or U.K. Taxes that represent losses or damages arising from any non-Tax or non-U.K. Tax claim.

(c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, any Co-Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent and such Co-Collateral Agent and each Revolving Lender severally agrees to pay to the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that any Borrower’s failure to pay any such amount shall not relieve such Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Co-Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall relieve any Loan Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor.

SECTION 9.04. Successors and Assigns . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower Representative; provided that, the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof and provided further that no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund;

(C) the Issuing Bank; provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term Loan; and

(D) the Swingline Lender; provided that no consent of the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of Revolving Commitments and Revolving Loans) or $1,000,000 (in the case of a Term Loan) unless each of the Borrower Representative and the Administrative Agent otherwise consent; provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

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For the purposes of this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Ineligible Institution ” means (a) a natural person, (b) a Defaulting Lender, (c) the Company, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.06, 2.07(d) or (e), 2.08(b), 2.19(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(vi) Any Lender may, without the consent of any Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “ Participant ”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall

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remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 (subject to the requirements and limitations therein, including the requirements under Section 2.18(f) (it being understood that the documentation required under Section 2.18(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.19 and 2.20 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.16 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.19(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(c) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival . All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect

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representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.16, 2.17, 2.18 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.07. Severability . Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or any Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

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SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process . (a) The Loan Documents shall be construed in accordance with and governed by the law of the State of New York, but giving effect to federal laws applicable to national banks.

(b) Each of the Loan Parties, the Administrative Agent, the Issuing Bank and the Lenders hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment arising out of or relating to any Loan Document, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Each of the Loan Parties, the Administrative Agent, the Issuing Bank and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each Foreign Subsidiary Borrower irrevocably designates and appoints the Company, as its authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in Section 9.09(b) in any federal or New York State court sitting in New York City. The Company hereby represents, warrants and confirms that the Company has agreed to accept such appointment (and any similar appointment by a Loan Guarantor which is a Foreign Subsidiary). Said designation and appointment shall be irrevocable by each such Foreign Subsidiary Borrower until all Loans, all reimbursement obligations, interest thereon and all other amounts payable by such Foreign Subsidiary Borrower hereunder and under the other Loan Documents shall have been paid in full in accordance with the provisions hereof and thereof and such Foreign Subsidiary Borrower shall have been terminated as a Borrower hereunder pursuant to Section 2.24. Each Foreign Subsidiary Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(b) in any federal or New York State court sitting in New York City by service of process upon the Company as provided in this Section 9.09(d); provided that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt requested, to the Company and (if applicable to) such Foreign Subsidiary Borrower at its address set forth in the Borrowing Subsidiary Agreement to which it is a party or to any other address of which such Foreign Subsidiary Borrower shall have given written notice to the Administrative Agent (with a copy thereof to the Company). Each Foreign Subsidiary Borrower irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective service of process upon such Foreign Subsidiary Borrower in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to such Foreign Subsidiary Borrower. To the extent any Foreign Subsidiary

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Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), each Foreign Subsidiary Borrower hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality . Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower Representative or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers. For the purposes of this Section, “ Information ” means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers; provided that, in the case of information received from the Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE

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MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

SECTION 9.13. Several Obligations; Nonreliance; Violation of Law . The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.

SECTION 9.14. USA PATRIOT Act . Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.

SECTION 9.15. Disclosure . Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

SECTION 9.16. Appointment for Perfection . Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

SECTION 9.17. Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”),

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shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.18. No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to such Borrower or its Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

ARTICLE X

Loan Guaranty

SECTION 10.01. Guaranty . Subject to Section 10.13 hereof, each Loan Guarantor (other than those that have delivered a separate Guarantee) hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “ Guaranteed Obligations ”; provided , however , that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or

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renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. Subject to Section 10.13 hereof, each Borrower irrevocably and unconditionally jointly and severally agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent, the Issuing Bank and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Article X on the date when it would have been due (but so that the amount payable by a Borrower under this indemnity will not exceed the amount it would have had to pay under this Article X if the amount claimed had been recoverable on the basis of a Guarantee).

SECTION 10.02. Guaranty of Payment . This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “ Obligated Party ”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

SECTION 10.03. No Discharge or Diminishment of Loan Guaranty . (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions.

(b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

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SECTION 10.04. Defenses Waived . To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Borrower, any Loan Guarantor or any other Obligated Party, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any Obligated Party, or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.

SECTION 10.05. Rights of Subrogation . No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.

SECTION 10.06. Reinstatement; Stay of Acceleration . If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected through exercise of a right of setoff) is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.

SECTION 10.07. Information . Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.

SECTION 10.08. Termination . The Lenders may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that Guaranteed Obligations. Nothing

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in this Section 10.08 shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any Default or Event of Default that may exist under Article VII hereof as a result of any such notice of termination.

SECTION 10.09. Taxes . All payments of the Guaranteed Obligations will be made by each Loan Guarantor free and clear of and without deduction for any Indemnified Taxes or U.K. Taxes; provided that if any Loan Guarantor shall be required to deduct any Indemnified Taxes or U.K. Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Guarantor shall make such deductions and (iii) such Loan Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

SECTION 10.10. Maximum Liability . The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “ Maximum Liability ”). This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder; provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

SECTION 10.11. Contribution . In the event any Loan Guarantor (a “ Paying Guarantor ”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a “ Non-Paying Guarantor ”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “ Applicable Percentage ” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor’s “ Applicable Percentage ” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from the Borrowers after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to

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such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Administrative Agent, the Issuing Bank, the Lenders and the Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

SECTION 10.12. Liability Cumulative . The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

SECTION 10.13. Affected Foreign Subsidiaries . Notwithstanding anything in this Agreement (including without limitation, this Article X) to the contrary, (i) no Foreign Subsidiary shall be a primary obligor or guarantor (pursuant to Section 10.01 or otherwise) or pledgor of any assets or otherwise be responsible for, in each case, any Obligations incurred by or on behalf of any Domestic Loan Party in any manner that would cause a Deemed Dividend Issue and (ii) no Foreign Subsidiary which is and remains an Affected Foreign Subsidiary shall be liable hereunder for any of the Loans made to, or any other Obligations incurred by or on behalf of, any Domestic Loan Party.

SECTION 10.14. Keepwell . Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Guarantor to honor all of its obligations under this Loan Guaranty in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.14 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.14 shall remain in full force and effect until a discharge of such Qualified ECP Guarantor’s obligations under this Loan Guaranty in accordance with the terms hereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 10.14 constitute, and this Section 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE XI

The Borrower Representative .

SECTION 11.01. Appointment; Nature of Relationship . The Company is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “ Borrower Representative ”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower(s), provided that, in the case of a Revolving Loan, such amount shall not exceed Availability except in the case of Overadvances in accordance with Section 2.06(c). The Administrative Agent and the Lenders, and their respective

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officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.

SECTION 11.02. Powers . The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.

SECTION 11.03. Employment of Agents . The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other Loan Document by or through authorized officers.

SECTION 11.04. Notices . Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Unmatured Default hereunder referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default”. In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.

SECTION 11.05. Successor Borrower Representative . Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lenders.

SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate . The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

SECTION 11.07. Reporting . Each Borrower hereby agrees that such Borrower shall furnish promptly after each fiscal month to the Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificate required pursuant to the provisions of this Agreement.

ARTICLE XII

Collection Allocation Mechanism

(a) On the CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VII, (ii) the principal amount of each Revolving Loan and LC Disbursement denominated in a Foreign Currency shall automatically and without any

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further action required, be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange Date, equal to the Dollar Amount of such amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the rates otherwise applicable hereunder and (iii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Obligation. Each Revolving Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 9.04, and the Borrowers hereby consent and agree to the CAM Exchange. The Borrowers and the Revolving Lenders agree from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Revolving Lenders after giving effect to the CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that, the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

(b) As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Revolving Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by paragraph (c) below).

(c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement by the Issuing Bank that is not reimbursed by any Borrower, then (i) each Revolving Lender shall, in accordance with Section 2.06(e), promptly purchase from the Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Revolving Lender’s Applicable Percentage of such LC Disbursement (without giving effect to the CAM Exchange), (ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (iii) in the event distributions shall have been made in accordance with clause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each LC Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error.

(d) Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided that, in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

[Signature Pages Follow]

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


BORROWERS:

LIFETIME BRANDS, INC., as the Company

By:

	Name:	Laurence Winoker
	Title:	Senior Vice President-Finance, Chief Financial Officer and Treasurer

CREATIVE TOPS LIMITED, as a Foreign Subsidiary Borrower

By:

	Name:	Ronald Shiftan
	Title:	Director

Signature Page to Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.


OTHER LOAN PARTIES:

PFALTZGRAFF FACTORY STORES, INC.

By:

	Name:	Laurence Winoker
	Title:	Senior Vice President-Finance and Treasurer

TMC ACQUISITION INC.

By:

	Name:	Laurence Winoker
	Title:	Chief Financial Officer and Treasurer

LIFETIME DELAWARE HOLDINGS, LLC

By:

	Name:	Laurence Winoker
	Title:	Senior Vice President-Finance and Treasurer

LIFETIME BRANDS UK LIMITED

By:

	Name:	Ronald Shiftan
	Title:	Director

CREATIVE TOPS HOLDINGS LIMITED

By:

	Name:	Ronald Shiftan
	Title:	Director

Signature Page to Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.


JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent, a Co-Collateral Agent, Issuing Bank, Swingline Lender and a Lender

By:

	Name:	Robert A. Kaulius
	Title:	Authorized Officer

Signature Page to Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.


HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent, a Co-Collateral Agent and a Lender

By:

	Name:	William Conlan
	Title:	Senior Vice President

Signature Page to Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.


CAPITAL ONE BUSINESS CREDIT CORP., as a Lender

By:

	Name:	Michael Burns
	Title:	Managing Director

Signature Page to Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.


WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:

	Name:	David W. Lewing
	Title:	Senior Vice President

Signature Page to Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.


SANTANDER BANK, N.A., as a Lender

By:

	Name:	Christine Gerula
	Title:	Senior Vice President

Signature Page to Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.

SCHEDULE 2.01

COMMITMENTS


Lender	Dollar Tranche Commitment		Multicurrency Tranche Commitment		Total Revolving Commitment		Term Loan Commitment		Treaty Passport Scheme Reference Number and Jurisdiction of Tax Residence (if applicable)
JPMorgan Chase Bank, N.A.	$	36,474,034.47	$	13,903,743.31	$	50,377,777.78	$	14,622,222.22	13/M/0268710/DTTP (United States)
HSBC Bank USA, National Association	$	30,835,294.12	$	11,764,705.88	$	42,600,000.00	$	12,400,000.00
Capital One Business Credit Corp.	$	29,377,777.78	$	0.00	$	29,377,777.78	$	8,622,222.22
Wells Fargo Bank, National Association	$	19,557,813.42	$	7,486,631.02	$	27,044,444.44	$	7,955,555.56
Santander Bank, N.A.	$	18,755,080.21	$	6,844,919.79	$	25,600,000.00	$	6,400,000.00


TOTAL	$	135,000,000	$	40,000,000	$	175,000,000	$	50,000,000

Schedule 2.07

Existing Letters of Credit


Beneficiary	Issuing Bank	Purpose	Amount		Other Information
Matrix 7A Land Venture	HSBC Bank USA, National Association	Security for Robbinsville, NJ Lease		627,677.68	Standing letter of credit, with evergreen provision, until final expiry date of January 18, 2016.
NY Life Insurance Company	HSBC Bank USA, National Association	Security for Mikasa NY Showroom Lease	$	405,000.00	Standing letter of credit, with evergreen provision, until final expiry date of October 31, 2021.
Great American Insurance Company	JP Morgan Chase Bank, N.A.	Per Deductible Security Agreement for Workers Compensation Insurance Program	$	300,000.00	Expiration is 12/19/14, with automatic 12 month extension unless notified by bank 30 days prior of non-extension

Total Standby LC’s			$	1,332,677.68

Schedule 3.05

Properties


Loan Party	Locations	Owned/ Leased
Lifetime Brands, Inc.	1000 Stewart Avenue Garden City, NY 11530 (Corporate headquarters/main showroom)	Leased

Lifetime Brands, Inc.	10825 Production Avenue Fontana, CA 92337 (Principal West Coast warehouse and distribution facility)	Leased

Lifetime Brands, Inc.	22 Blake Street Medford, MA 02155 (Offices, showroom, warehouse and distribution facility)	Leased

Lifetime Brands, Inc.	362-363 River Street Winchendon, MA 01475 (Warehouse and distribution facility, and spice packing line)	Owned

Lifetime Brands, Inc.	12 Applegate Drive Robbinsville, NJ 08691 (Principal East Coast warehouse and distribution facility)	Leased

Lifetime Brands, Inc.	200 Katonah Avenue, Suite #16A Katonah, New York 10536 (Office – Kamenstein division)	Leased

Lifetime Brands, Inc.	802 SE Plaza Avenue, Suite 106 Bentonville, Arkansas (Regional sales office and showroom)	Leased

Lifetime Brands, Inc.	W134 N5526 Campell Drive, Suite 5510 Menomonee Falls, Wisconsin (Regional sales office and showroom)	Leased

Lifetime Brands, Inc.	41 Madison Avenue Portion of the 10 ^th Floor New York, New York (Office / Showroom)	Leased

Lifetime Brands, Inc.	30 Martin Street Cumberland, Rhode Island (Office – Fred & Friends Division)	Leased

Lifetime Brands, Inc.	Atlanta Gift Mart / Rms. 916A, B Atlanta, Georgia (Showroom)	Leased


Loan Party	Locations	Owned/ Leased
Lifetime Brands, Inc.	Atlanta Gift Mart Rms. 1518, 1522, 1528, 1530 Atlanta, Georgia (Showroom)	Leased

Wallace Silversmiths de Puerto Rico, Ltd.	B Street Barrio Retiro Industrial San German, PR 00683 (Sterling silver manufacturing facility)	Leased

Pfaltzgraff Factory Stores, Inc.	3501 Concord Road York, PA 17402 (Office – Direct to consumer division)	Leased

TMC Acquisition Inc.	51 Madison Avenue Portions of Ground and Mezzanine New York, New York (Showroom)	Leased

Creative Tops Limited	47a, 47 and 48 Causeway Road Corby, Northamptonshire, England (Offices, Warehouse and Showroom)	Leased

Creative Tops Limited	Apex 14, 27/28 Causeway Road Corby, Northamptonshire, England (Offices and Warehouse)	Leased

Creative Tops Limited	2 Farriers Mews Stamford, Lincolnshire, England (Residence for US Based Employee on Temporary Assignment at the Creative Tops Limited facility in the UK)	Leased

Schedule 3.06

Disclosed Matters

1.	Notice of Potential Liability and Request for Information regarding the San German Ground Water Contamination Superfund Site, San German Puerto Rico

Wallace Silversmiths de Puerto Rico, Ltd. (“Wallace de Puerto Rico”), a wholly-owned subsidiary of the Company, operates a manufacturing facility in San Germán, Puerto Rico, that is leased from the Puerto Rico Industrial Development Company (“PRIDCO”). In March 2008, the United States Environmental Protection Agency (the “EPA”) announced that the San Germán Ground Water Contamination site in Puerto Rico (the “Site”) had been added to the Superfund National Priorities List due to contamination present in the local drinking water supply.

In May 2008, Wallace de Puerto Rico received from the EPA a Notice of Potential Liability and Request for Information Pursuant to 42 U.S.C. Sections 9607(a) and 9604(e) of the Comprehensive Environmental Response, Compensation, Liability Act. The Company responded to the EPA’s Request for Information on behalf of Wallace. In July, 2011, Wallace de Puerto Rico received a letter from the EPA requesting access to the property that it leases from PRIDCO and the Company granted such access. In February 2013, the EPA requested access to conduct further environmental investigation at the property. The Company granted such access and further EPA investigation is pending.

The Company is not aware of any determination by the EPA that any remedial action is warranted for the Site; and, accordingly, is not able to estimate the extent of any possible liability.

2.	Notice of initiation of an anti-dumping proceeding concerning imports of ceramic tableware and kitchenware originating in the People’s Republic of China

Creative Tops Limited, an indirect wholly-owned subsidiary of the Company in the United Kingdom received from the European Commission a Notice of initiation of an anti-dumping proceeding concerning imports of ceramic tableware and kitchenware originating in the People’s Republic of China being dumped into the United Kingdom. The Notice indicates that the pending investigation will determine whether product is being dumped in the European Union and, if so, whether the imposition of anti-dumping measures would not be against the European Union’s interest.

Schedule 3.14

Insurance


LIFETIME BRANDS, INC.- SCHEDULE OF INSURANCE
Line of Insurance	Limits /Deductible	Policy Period	Carrier (Specific)	Policy Number
Commercial Property		11/19/2013- 11/19/2014	Affiliated FM Insurance Co.

General Liability		11/19/2013- 11/19/2014	Liberty Mutual Fire Insurance Company

Commercial Automobile		11/19/2013- 11/19/2014	Liberty Mutual Fire Insurance Co.

Workers Compensation	Workers Compensation: Coverage Per Statute Employers Liability:	11/19/2013- 11/19/2014	Great American Alliance

Umbrella Liability		11/19/2013- 11/19/2014	Liberty Ins. Corp.


XS Umbrella Liability		11/19/2013- 11/19/2014	Continental Casualty Company

Foreign Package	General Liability Contingent Automobile Liability Employers Responsibility Coverages	11/19/2013- 11/19/2014	Liberty Ins. Corp.

Foreign Voluntary Compensation & Employers Liability	Employers Responsibility Coverages	11/19/2013- 11/19/2014	Liberty Ins. Corp.

Marine Stockthroughput		1/07/2014- 1/07/2015	Lloyd’s of London


Package (Puerto Rico)	Property General Liability	11/19/2013- 11/19/2014	Real Legacy Assurance Co.

Equipment Breakdown (Puerto Rico)		11/19/2013- 11/19/2014	Continental Casualty Company

Commercial Automobile (Puerto Rico)		11/19/2013- 11/19/2014	Real Legacy Assurance Co.

Flood		4/16/2013- 4/16/2014	Wright National Flood Ins. Co.

Flood		4/16/2013- 4/16/2014	Wright National Flood Ins. Co.

Bond		1/5/2014- 1/5/2015	Argonaut Ins. Co.

Bond		6/29/2013 – 6/29/2014	Travelers Casualty and Surety Co.

Directors and Officers		3/31/13- 3/31/14	Illinois National Insurance Company

Excess Directors and Officers		3/31/13- 3/31/14	Allied World Assurance Company (U.S.), Inc.

Excess Directors and Officers		3/31/13- 3/31/14	Federal Insurance Company


Employee Benefit Plan Fiduciary Liability Insurance (Fiduciary)	3/31/13- 3/31/14	Illinois National Insurance Company

Executive Risk - Primary (Special Crime)	3/31/11- 3/31/14	U.S. Specialty Insurance Co

Commercial Crime	3/31/13- 3/31/14	Berkley Regional Insurance Company - A Berkley Company


CREATIVE TOPS LTD. - SCHEDULE OF INSURANCE
Line of Insurance	Limits /Deductible	Policy Period	Carrier (Specific)	Policy Number
Commercial Property DIC (UK)		11/19/2013- 11/19/2014	Affiliated FM Insurance Co.

Motor Insurance		13/08/2013- 12/08/2014	Zurich Insurance Co.

Employers Liability and Public and Products Liability Insurance		10/31/13 – 30/10/14	Aviva Insurance

Travel Insurance		9/1/13 – 8/31/14	AIG Europe Limited

Death in Service		10/31/2013– 10/31/2014

Directors and Officers Insurance		8/7/2013- 8/6/2014	AIG Insurance

Schedule 3.15

Capitalization and Subsidiaries


Lifetime Brands, Inc.
(Delaware corporation)

Authorized Shares:		100 shares of Series A Preferred Stock par value of $1.00, 2,000,000 shares Series B Preferred Stock par value of $1.00 and 25,000,000 shares of common stock par value $.01 per share

		12,737,557 shares of common stock issued and outstanding November 8, 2013 (publicly held).

TMC Acquisition Inc.
(Delaware corporation)

Authorized Shares:		1,000 shares of common stock, par value $.01 per share 100 shares issued to and held by Lifetime Brands, Inc.

Pfaltzgraff Factory Stores, Inc.
(Delaware corporation)

Authorized Shares:		1,000 shares of common stock, par value $.01 per share 100 shares issued to and held by Lifetime Brands, Inc.

Lifetime Delaware Holdings, LLC
(Delaware Limited Liability Company)

Authorized Units:		1,000 units issued to and held by Lifetime Brands, Inc.

Wallace Silversmiths de Puerto Rico LTD
(Cayman Islands corporation)

Authorized Shares:		5,000,000 shares of common stock, par value $.01 per share 1,000 shares issued to and held by Lifetime Brands, Inc.

LTB DE Mexico, S.A. DE C.V.
(United States of Mexico corporation)

Authorized Shares:		50,000 shares of common stock, par value 1.00 peso per share 49,999 shares issued to and held by Lifetime Brands, Inc. 1 share issued to and held by James Gary Siegel

Lifetime Brands, Inc. (HK) Limited
(Hong Kong corporation)

Authorized Shares:		10,000 ordinary shares 1 share issued to and held by Lifetime Brands, Inc. 1 share issued to and held by James Gary Siegel


New Goal Development Limited
(Hong Kong corporation)

Authorized Shares:		10,000 ordinary shares 1 share issued to and held by Creative Tops Holdings Limited

Lifetime Brands Global Trading (Shanghai) Company Limited
(Incorporated in Shanghai, the PRC)

Authorized Capital:		US$200,000

Registered Capital:		US$150,000

		Sole investor: Creative Tops Far East Limited

Grand Venture Enterprises Limited
(Hong Kong corporation)

Authorized Shares:		10,000 ordinary shares 1 share issued to and held by New Goal Development Limited.

Lifetime Brands UK Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		100 ordinary shares £1 per share 100 shares issued to and held by Lifetime Delaware Holdings, LLC.

Lifetime Brands Holdings Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		100 ordinary shares £1 per share
		1 share issued to and held by Creative Tops Holdings Limited.
LVA Limited
(Hong Kong corporation)

		10,000 ordinary shares
Authorized Shares:

		80 shares issued to and held by New Goal Development Limited. 10 shares issued to and held by Grupo Vasconia, S.A.B. 10 shares issued to and held by Accent-Fairchild Group Inc.


Creative Tops Holdings Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		127,930 ordinary shares of £0.01 per share All shares issued to and held by Lifetime Brands UK Limited.

Creative Tops Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		102 ordinary shares of £1 per share All shares issued to and held by Creative Tops Holdings Limited.
Creative Tops Far East Limited
(Hong Kong corporation)

Authorized Shares:		10,000 ordinary shares of HKD 1 per share All shares issued to New Goal Development Limited.

Lifetime Brands Do Brasil Participacões Ltda.
(A Brazilian Limitada - limited liability company)

Authorized Quotas (shares):		14,356,097,00 quotas (shares) with a par value of one Brazilian real (R$1.00) each

		14,356,096 Quotas issued to Lifetime Brands Holdings Limited. 1 Quota issued to Lifetime Brands UK Limited.

Upon completion of the Specified Acquisition, add the following:


Thomas Plant (Birmingham) Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		690,000 ordinary shares of £1 each. All shares to be issued to and held by Lifetime Brands, Inc. upon the completion of the Specified Acquisition. Lifetime Brands, Inc. will then timely transfer all shares to its subsidiary, Lifetime Brands UK Limited.

Thomas Plant (Birmingham 1927) Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		600,000 ordinary shares of £1 each and 15,000 preference shares of £1 each.
		All shares issued to and held by Thomas Plant (Birmingham) Limited.


Frederick Hill (Birmingham) Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		384,000 ordinary shares of £1 each. All shares issued to and held by Thomas Plant (Birmingham) Limited.

Plumbob (Hardware) Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		2 ordinary shares of £1 each. All shares issued to and held by Thomas Plant (Birmingham) Limited.
Kitchencraft (Housewares) Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		2 ordinary shares of £1 each. All shares issued to and held by Thomas Plant (Birmingham) Limited.
Kitchen Craft (Asia) Limited
A Hong Kong company

Authorized Shares:		HKD50,000 divided into 50,000 ordinary shares of HKD1. All shares issued to and held by Thomas Plant (Birmingham) Limited.

Schedule 6.01

Existing Indebtedness

Description

1.	Capitalized equipment leases : NONE

2.	Swap obligations :

Lifetime Brands, Inc. has the following Interest Rate Swaps:

Swap Number 1

Party A: JPMorgan Chase Bank, N.A.

Party B: Lifetime Brands, Inc.

Effective Date: 3/28/13

Termination Date: 6/30/18

Notional Amount at Effective Date: $35,000,000.00

Later reduced (upon novation of portion of Swap to HSBC per below) to $24,999,990.00

Current Amount at 12/31/13: $21,241,500.00

Fixed Rate: 1.05%

Floating Rate Option: USD–LIBOR-BBA

Designated Maturity: 1 Month

This amount of the Swap amortizes over its life as scheduled

Swap Number 2

Party A: HSBC Bank USA N.A.

Party B: Lifetime Brands, Inc.

Effective Date: 3/28/13

Termination Date: 6/30/18

Novation Date: 11/14/12

Notional Amount at Novation & Effective Dates: $10,000,010.00

Current Amount at 12/31/13: $8,508,500

Fixed Rate: 1.05%

Floating Rate Option: USD–LIBOR-BBA

Designated Maturity: 1 Month

This amount of the Swap amortizes over its life as scheduled

3.	Insurance premium finance arrangements :

Four of Lifetime Brand Inc.’s insurance policies have payment terms that extend into the policy year:

•

Liberty Mutual General Liability Policy – 6 payments remaining totaling $113,030.46

•

Liberty Mutual Commercial Auto Liability Policy – 6 payments remaining totaling $22,637.81

•

Great American Workers Compensation Insurance – 7 payments remaining totaling $146,954.15

•

Lloyds of London Stock Throughput Policy – two payments due totaling $295,830.00

All other insurance policies for the year have been paid without any special financing arrangements.

4.	Guarantees :

(a)

Guarantee of the Company in the maximum amount of HK$4 million (which, as of the Effective Date, converts to approx. US $515,641) in respect of any liability that may arise in respect of LVA Limited’s liability for breach of any of its obligations pursuant to the Housewares Corporation of Asia Limited joint venture agreement. LVA Limited holds a 50% equity interest in Housewares Corporation of Asia Limited. Company’s indirect subsidiary, New Goal Development Limited, owns an 80% equity interest in LVA Limited.

(b)

Guarantees entered into in the ordinary course of business by the Company or any Subsidiary of real property leases and similar obligations of the Company or any Subsidiary.

5.	Unsecured Notes :

(a)

Zero Coupon Senior Loan Note (unsecured) from Lifetime Brands UK Limited, a company incorporated and registered in England and Wales, to its shareholder, Lifetime Delaware Holdings, LLC, a limited liability company incorporated under the laws of Delaware, in the principal amount of £7,428,082 with a maturity date of October 31, 2016.

(b)

Zero Coupon Subordinated Loan Note (unsecured) from Lifetime Brands UK Limited, a company incorporated and registered in England and Wales, to its shareholder, Lifetime Delaware Holdings, LLC, a limited liability company incorporated under the laws of Delaware, in the principal amount of £6,145,644 with a maturity date of October 31, 2016.

(c)

Upon the completion of the Specified Acquisition and in connection with the transfer of all shares of the Specified Target from Lifetime Brands, Inc. to its subsidiary, Lifetime Brands UK Limited, Lifetime Brands UK Limited shall issue interest bearing promissory notes to Lifetime Brands, Inc. on terms substantially the same as could have been obtained had the Specified Target been acquired directly by Lifetime Brands UK Limited.

6.	Lloyd Bank plc

Indebtedness to Lloyds Bank plc to be secured by a standby letter of credit to be issued by J.P. Morgan Chase Bank, N.A.

Schedule 6.02

Existing Liens and Security Interests


Debtor	Secured Party	Collateral
Lifetime Brands, Inc.	Marlin Leasing Corp.	Office equipment, two Xerox Docucolor copiers, Xerox photocopiers.
Lifetime Brands, Inc.	Marlin Business Bank	Office equipment, Xerox Docucolor copiers.
Lifetime Brands, Inc.	Canon Financial Services	Specific equipment, such as graphics equipment.
Lifetime Brands, Inc.	Ikon Financial Services	Office equipment, such as photocopiers.
Lifetime Brands, Inc.	Ricoh Americas Corp.	Office equipment, such as photocopiers.
Lifetime Brands, Inc.	Raymond Leasing Corp.	Office equipment, such as photocopiers.
Lifetime Brands, Inc.	CIT Technology Finance Service	Specific equipment such as Plotter Printer.
Lifetime Brands, Inc.	De Lage Landen Financial Services	Office equipment, such as photocopiers.
Lifetime Brands, Inc.	Hilo Yale Industrial Trucks, Inc.	Scissor Lift.
Lifetime Brands, Inc.	Interstate Trailer Sales, Inc.	Warehouse equipment.
Lifetime Brands, Inc.	Lease Line, Inc.	Warehouse equipment.
Lifetime Brands, Inc.	Mail finance	Office equipment, such as photocopiers.
Lifetime Brands, Inc.	Pitney Bowes, Inc.	Office equipment, such as postage meter machine.
Lifetime Brands, Inc.	Premier Trailer Leasing, Inc.	Warehouse equipment.
Lifetime Brands, Inc.	Quality Copy Products	Office equipment, such as photocopiers.
Lifetime Brands, Inc.	Raymond Handling Solutions, Inc.	Warehouse equipment.
Lifetime Brands, Inc.	Reliable Office Systems & Supplies	Office equipment, such as photocopiers.
Lifetime Brands, Inc.	Arbor Material Handling, Inc.	Warehouse equipment.
Lifetime Brands, Inc.	Xerox Corp.	Office equipment, such as photocopiers.
Lifetime Brands, Inc.	Belmont Springs Water Co., Inc.	Water Cooler Rental
Lifetime Brands, Inc.	GE Capital	Office equipment, such as photocopiers.
Lifetime Brands, Inc.	Poland Spring	Water Cooler Rental
Lifetime Brands, Inc.	Stonybrook Water Company	Water Cooler Rental
Lifetime Brands, Inc.	Superior Forklift Repair, Inc.	Forklift Rental
Lifetime Brands, Inc.	Mercedes Benz Financial Services	Auto Lease
Lifetime Brands, Inc.	Lexus Financial Services	Auto Lease
Lifetime Brands, Inc.	BMW Financial Services	Auto Lease
Lifetime Brands, Inc.	Ford Motor Company	Auto Financing
Lifetime Brands, Inc.	Audi Financial Services	Auto Lease

Schedule 6.03

Fundamental Changes

Upon completion of the Specified Acquisition, the following subsidiaries of the Specified Target:


Thomas Plant (Birmingham 1927) Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		600,000 ordinary shares of £1 each and 15,000 preference shares of £1 each.
		All shares issued to and held by Thomas Plant (Birmingham) Limited.

Frederick Hill (Birmingham) Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		384,000 ordinary shares of £1 each.
		All shares issued to and held by Thomas Plant (Birmingham) Limited.

Plumbob (Hardware) Limited
(A company incorporated and registered in England and Wales)

Authorized Shares:		2 ordinary shares of £1 each.
		All shares issued to and held by Thomas Plant (Birmingham) Limited.

Schedule 6.04

Existing Investments

1.	In addition to Borrower’s investments in its own Subsidiaries, Borrower’s subsidiary, LTB de MEXICO, S.A. de C.V., holds a 30% equity interest in Grupo Vasconia, S.A.B.

In addition to Borrower’s investments in its own Subsidiaries, Borrower’s indirect Subsidiary, New Goal Development Limited (a Hong Kong entity), holds an 80% equity interest in LVA Limited (a Hong Kong entity). LVA Limited holds a 50% equity interest in Housewares Corporation of Asia Limited (a Hong Kong entity).

In addition to Borrower’s investments in its own Subsidiaries, Borrower’s indirect Subsidiary, Grand Venture Enterprises Limited (a Hong Kong entity) holds a 50% equity interest in Grand Venture Holdings Limited (a Hong Kong entity). In connection with this 50% equity interest, Borrower’s indirect subsidiary, Grand Venture Enterprises Limited is to provide a shareholder loan of USD 500,000 to the joint venture entity, Grand Venture Holdings Limited.

In addition to Borrower’s investments in its own Subsidiaries, Borrower’s indirect Subsidiary, Lifetime Brands do Brasil Participações Ltda. (a Brazilian Limitada or limited liability company) holds a 40% equity interest in GS Internacional S.A. (a closely-held corporation or sociedade por ações de capital fechado ), registered before the Board of Trade of the State of Espírito Santo - JUCEES under NIRE, Brazil).

Amounts payable to Borrower pursuant to Asset Purchase Agreement dated as of December 15, 2008, among Lifetime Brands, Inc., as Seller, Use Bath Fixtures, L.L.C., as Purchaser, and Michael J. Velsmid, Jr., outstanding balance of $172,330.35 as of the Effective Date, with payments totaling $68,932.14 past due to Borrower as of July 27, 2013 and an additional $34,466.07 due to Borrower on January 21, 2014, however, no such payments have yet been made.

Promissory Note dated July 7, 2010 in the name of Muriel Bernstein as the “Debtor” in consideration of an interest-free loan in the amount of $10,000.00 by Lifetime Brands, Inc., with such Promissory Note becoming due and immediately payable upon the earlier to occur of: (i) the date July 6, 2015; (ii) the closing date of the Debtor’s residence in New Rochelle, New York; or (iii) 30 days after appointment of the executor of Debtor’s estate after Debtor’s death.

Schedule 6.09

Transactions with Affiliates

1.	See unsecured notes listed in Schedule 6.01.

In the ordinary course of business the Company is a party to certain license agreements with the Company’s subsidiaries and affiliates, whereby the Company licenses certain of its intellectual property rights, such as trademarks, patents and copyrights, on a royalty-free basis to its affiliates in connection with the distribution and sale of Company branded products by the Company’s subsidiaries and affiliates in countries outside of the United States.

3.	Certain subsidiaries and affiliates of the Company utilize the Company’s sourcing office in Asia at a cost equal to the Company’s operational costs.

Schedule 6.10

Existing Restrictive Agreements

Shareholders’ Agreement by and among New Goal Development Limited and Grupo Vasconia, S.A.B. and Accent Fairchild Group Inc. as “Shareholders” of LVA Limited provides that except upon prior approval of all of the other Shareholders to or as specified in Clause 6.2, no Shareholder may sell, transfer, assign, charge or create any security interest or encumbrance over, or otherwise dispose of, the beneficial interest over all or any part of the Shares beneficially owned by it; provided that the foregoing restrictions shall not apply (i) to any sale, transfer or disposition of all or any part of the Shares to an Affiliate or (ii) to any charge, security interest or encumbrance incurred in connection with a bank credit or other financing arrangement entered into in the ordinary course of business. Section 6.2 of such Shareholders’ Agreement provides that in the event either of New Goal Development Limited, Grupo Vasconia, S.A.B., or Accent Fairchild Group Inc. proposes to transfer all or part of its Shares to one of its Affiliates, it can do so provided that (i) the transferee agrees in writing to be bound by the terms and conditions of the Shareholders’ Agreement and (ii) the transferor shall remain liable for any breaches of the Shareholders’ Agreement by the transferee.

The Joint Venture and Shareholders’ Agreement by and between Corporate Power Limited and LVA Limited as “Shareholders” of Housewares Corporation of Asia Limited provides that neither party shall for a 3 year period from January 18, 2011, directly or indirectly transfer, mortgage, pledge, charge or otherwise dispose of or encumber or grant a security interest lien, charge, privilege or similar right in or on any of the Shares other than in connection with (i) the death, insolvent liquidation or bankruptcy of one of the other Parties; or (ii) unanimous written agreement by all Parties, other than to a subsidiary, parent company, company commonly controlled by the same shareholders or otherwise related to any Shareholder by way of a control of one half or more of the membership of its board of directors or one half or more of its equity capital.

Shareholders’ Agreement by and among Grand Venture Enterprises Limited (a Hong Kong entity and an indirect subsidiary of Borrower) and Manweal Development Limited (a Hong Kong entity) as “Shareholders” of Grand Venture Holdings Limited (a Hong Kong entity) provides that except upon prior approval of all of the other Shareholders, no Shareholder may sell, transfer, assign, charge or create any security interest or encumbrance over, or otherwise dispose of, the beneficial interest over all or any part of the Shares beneficially owned by it; provided that the foregoing restrictions shall not apply (i) to any sale, transfer or disposition of all or any part of the Shares to an Affiliate of such Shareholder or (ii) to any charge, security interest or encumbrance incurred in connection with a bank credit or other financing arrangement entered into in the ordinary course of the business of such Shareholder. Clause 7.2(b) of such Shareholders’ Agreement also states that Grand Venture Enterprises Limited covenants and undertakes, and shall cause its shareholder Lifetime Brands, Inc. to covenant and undertake, to Manweal Development Limited that it/they shall not and shall not give effect to any sale, transfer, assignment or otherwise disposal of, or creation of any encumbrance in respect of any or all of the issued shares of Grand Venture Holdings Limited, or offer or allot or make any new issuance of shares or securities convertible into shares of Grand Venture Enterprises Limited, whether now or any time in the future for as long as Grand Venture Enterprises Limited owns any Shares in Grand Venture Holdings Limited except with respect to transfers to its Affiliates and in all other cases with prior written consent of Manweal Development Limited.

Shareholders’ Agreement by and among Lifetime Brands Do Brasil Participaçőes Ltda (a Brazilian limited liability company and an indirect subsidiary of Borrower), as “Shareholder”, Paulo Sérgio Gomes Soares, as “Shareholder” and GS Internacional S.A. (a closely-held corporation ( sociedade por ações de capital fechado ), registered before the Board of Trade of the State of Espírito Santo – JUCEES, Brazil), provides that no Shareholder may transfer any Equity Securities without prior written consent of the other Shareholder, except that Borrower may (i) transfer their Equity Securities at any time and from time to time, to one or more of its Affiliates or to other companies which are part of Borrower’s group; and (ii) exercise a “Tag-Along Right”. Clause 5.6 of such Shareholders’ Agreement also states that during the term of the Shareholders’ Agreement, no Shareholder may create, attempt to create, permit the creation of or accept the imposition of any Lien on any Equity Securities, unless such Lien is approved in writing by the Board of Directors of GS Internacional S.A. and that any creation or attempt to create any Lien in violation of this provision of the Shareholders’ Agreement shall be null and void ab initio , shall not be acknowledged by GS Internacional S.A. or any of the Shareholders, shall not be binding on, shall not create any liability or obligation on the part of, the GS Internacional S.A. or any of the Shareholders, and shall not be given effect by GS Internacional S.A. in its corporate books.

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “ Assignor ”) and [ Insert name of Assignee ] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


1.	Assignor:

2.	Assignee:
		[and is an Affiliate/Approved Fund of [ identify Lender ] ¹ ]

3.	Borrowers:	Lifetime Brands, Inc. and certain Foreign Subsidiary Borrowers

4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement:	Second Amended and Restated Credit Agreement dated as of January 13, 2014 among Lifetime Brands, Inc., the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

¹	Select as applicable.

Exhibit A

6.	Assigned Interest:

Facility Assigned ²

Aggregate Amount of
Commitment/Loans for
all Lenders

Amount of
Commitment/Loans
Assigned

Percentage Assigned of
Commitment/Loans ³

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR

[NAME OF ASSIGNOR]

By:
		Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:
		Title:

²	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Dollar Tranche Commitment”, “Term Loan Commitment” etc.)

³	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit A


[Consented to and] ⁴ Accepted:

JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender

By
		Title:

[Consented to:] ⁵

LIFETIME BRANDS, INC.

By
		Title:

⁴	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁵	To be added only if the consent of the Company and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Exhibit A

ANNEX 1

[ ] ⁶

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.

⁶	Describe Credit Agreement at option of Administrative Agent.

Exhibit A

Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York, but giving effect to federal laws applicable to national banks.

Exhibit A

EXHIBIT B

OPINION OF COUNSEL FOR THE LOAN PARTIES

[Attached]

Exhibit B

LOGO

437 Madison Avenue

New York, New York 10022-7001

(212) 940-3000

January 13, 2014

To the Lenders, the Issuing Bank and

the Administrative

Agent referred to below

c/o JPMorgan Chase Bank, N.A.,

as Administrative Agent

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

We have acted as special U.S. counsel to Lifetime Brands, Inc., a Delaware corporation (the “ Company ”), Pfaltzgraff Factory Stores, Inc., a Delaware corporation (“ Pfaltzgraff ”), TMC Acquisition Inc., a Delaware corporation (“ TMC ”) and Lifetime Delaware Holdings, LLC, a Delaware limited liability company (“ Holdings ”) (the Company, Pfaltzgraff, TMC and Holdings are hereinafter sometimes referred to collectively as the “ U.S. Loan Parties ” and each singly as a “ U.S. Loan Party ”), in connection with the execution and delivery by the U.S. Loan Parties to JPMorgan Chase Bank, N.A., as Administrative Agent (when acting in such capacity, the “ Administrative Agent ”) and a Co-Collateral Agent of that certain Second Amended and Restated Credit Agreement, dated of even date herewith (the “ Credit Agreement ”), by and among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the banks and other financial institutions identified therein as Lenders, the Administrative Agent and HSBC Bank USA, National Association, as a Co-Collateral Agent. This opinion is furnished to you pursuant to the provisions of Section 4.01(a) of the Credit Agreement. All capitalized terms not defined herein but defined in the Credit Agreement shall have the meanings given to such terms in the Credit Agreement, and if not defined therein, then the meanings given to such terms in the U.S. Security Agreement (as defined below).

In connection with this opinion letter, we have examined, among other documents, copies of the following documents in the forms executed and delivered on the date hereof (collectively, the “ Loan Documents ”):

1. The Credit Agreement; and

2. A certain Second Amended and Restated Pledge and Security Agreement, dated of even date herewith (the “ U.S. Security Agreement ”), by and between the Company, the Subsidiaries of the Company listed on the signature pages thereto (together with the Company, the “U.S. Grantors”), and the Administrative Agent.

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In connection with this opinion letter, we have also examined the following (collectively, the “ UCC-1 Financing Statements ”):

(a) a certain UCC-1 Financing Statement (the “ UCC-1 Financing Statement - Company ”) naming the Company as debtor and the Administrative Agent as secured party, which was filed on June 11, 2010 with the Delaware Secretary of State (the “ Delaware Secretary of State ”) as Instrument No. 20102047839, a copy of which is attached hereto as Exhibit A ;

(b) a certain UCC-1 Financing Statement (the “ UCC-1 Financing Statement - Pfaltzgraff ”) naming Pfaltzgraff as debtor and the Administrative Agent as secured party, which was filed on June 11, 2010 with the Delaware Secretary of State as Instrument No. 20102047805, a copy of which is attached hereto as Exhibit B ;

(c) a certain UCC-1 Financing Statement (the “ UCC-1 Financing Statement - TMC ”) naming TMC as debtor and the Administrative Agent as secured party, which was filed on June 11, 2010 with the Delaware Secretary of State as Instrument No. 20102047854, a copy of which is attached hereto as Exhibit C ; and

(d) a certain UCC-1 Financing Statement (the “ UCC-1 Financing Statement - Holdings ”) naming Holdings as debtor and the Administrative Agent as secured party, which was filed on October 28, 2011 with the Delaware Secretary of State as Instrument No. 20114187012, a copy of which is attached hereto as Exhibit D .

The UCC-1 Financing Statement – Company, the UCC-1 Financing Statement – Pfaltzgraff, the UCC-1 Financing Statement – TMC and the UCC-1 Financing Statement – Holdings are hereinafter sometimes referred to collectively as the “ Existing UCC-1 Financing Statements .”

In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:

For the Company :

(i) the Certificate of Incorporation of the Company, as certified by the Company to be in effect on the date hereof;

(ii) the By-Laws of the Company, as certified by the Company to be in effect on the date hereof;

(iii) a Certificate, dated as of January 7, 2014, from the Delaware Department of State relating to the legal existence of the Company in the State of Delaware;

(iv) a Certificate of Secretary of the Company, dated of even date herewith, certifying to, among other things, the adoption by the Board of Directors of the Company of resolutions authorizing the execution, delivery and performance by the Company of the Loan Documents to which the Company is a party and the transactions contemplated thereby and the continuing validity, force and effect of those resolutions;

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For Pfaltzgraff:

(v) the Certificate of Incorporation of Pfaltzgraff, as certified by Pfaltzgraff to be in effect on the date hereof;

(vi) the By-Laws of Pfaltzgraff, as certified by Pfaltzgraff to be in effect on the date hereof;

(vii) a Certificate, dated as of January 7, 2014, from the Delaware Department of State relating to the legal existence of Pfaltzgraff in the State of Delaware;

(viii) a Certificate of Secretary of Pfaltzgraff, dated of even date herewith, certifying to, among other things, the adoption by the Board of Directors of Pfaltzgraff of resolutions authorizing the execution, delivery and performance by Pfaltzgraff of the Loan Documents to which Pfaltzgraff is a party and the transactions contemplated thereby and the continuing validity, force and effect of those resolutions;

For TMC:

(ix) the Certificate of Incorporation of TMC, as certified by TMC to be in effect on the date hereof;

(x) the By-Laws of TMC, as certified by TMC to be in effect on the date hereof;

(xi) a Certificate, dated as of January 7, 2014, from the Delaware Department of State relating to the legal existence of TMC in the State of Delaware;

(xii) a Certificate of Secretary of TMC, dated of even date herewith, certifying to, among other things, the adoption by the Board of Directors of TMC of resolutions authorizing the execution, delivery and performance by TMC of the Loan Documents to which TMC is a party and the transactions contemplated thereby and the continuing validity, force and effect of those resolutions;

For Holdings :

(xiii) the Certificate of Formation for Holdings, as certified by Holdings to be in effect on the date hereof;

(xiv) the Limited Liability Company Agreement for Holdings, as certified by Holdings to be in effect on the date hereof;

(xv) a Certificate, dated as of January 7, 2014, from the Delaware Department of State relating to the legal existence of Holdings in the State of Delaware;

(xvi) a Certificate of Secretary of Holdings, dated of even date herewith, certifying to, among other things, the adoption by the Managers of Holdings of resolutions authorizing the execution, delivery and performance by Holdings of the Loan Documents to which Holdings is a party and the transactions contemplated thereby and the continuing validity, force and effect of those resolutions; and

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Miscellaneous :

(xvii) a Certificate of Officers of the U.S. Loan Parties, dated of even date herewith, from each of the U.S. Loan Parties, a copy of which is attached hereto as Annex 1 and incorporated herein by reference (the “ Certificate of Officers ”).

The certificates described in clauses (iii), (vii), (xi) and (xv) above are hereinafter sometimes referred to collectively as the “ Certificates of Legal Existence/Good Standing .”

For purposes of this opinion letter, we have assumed the genuineness of all signatures, the conformity to originals of all documents submitted to us as copies, and the authenticity of the originals of such copies and the legal competence and capacity (in the case of all natural persons) to execute the documents as to which we opine or on which we rely. We have also assumed the factual accuracy of all certificates submitted to us and of any representations or warranties made by the U.S. Loan Parties and all of the other parties to the Loan Documents. We have further assumed the legal existence of all of the parties (other than the U.S. Loan Parties) to the Loan Documents, and the due authorization, execution and delivery of the Loan Documents by all of the parties thereto (other than the U.S. Loan Parties). We have assumed that each of the Loan Documents is a legal, valid and binding obligation of all of the parties thereto (other than the U.S. Loan Parties), enforceable against all such parties (other than the U.S. Loan Parties), in accordance with its respective terms. We wish to point out to you that our firm does not represent the U.S. Loan Parties on all matters and, as a result, there may be matters of a legal nature with respect to which we have not been consulted by the U.S. Loan Parties or as to which we have not been informed.

The members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York, and in rendering the opinions set forth herein, we do not purport to be experts on, or to express an opinion herein concerning any law other than (a) the laws of the State of New York (including Article 9 of the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “ New York UCC ”). (b) Article 9 of the Uniform Commercial Code as in effect on the date hereof in the State of Delaware (the “ Delaware UCC ”). (c) the General Corporation Law of the State of Delaware as in effect on the date hereof, Del. Code Ann. tit. 8, sec. 101 et seq. (2013)(the “ Delaware Corporation Statute ”), (d) the Limited Liability Company Act of the State of Delaware as in effect on the date hereof, Del. Code Ann. tit. 6, sec. 18-101 et seq. (2013)((the “ Delaware Limited Liability Company Act ”), and (e) the federal laws of the United States of America, in each case as in effect as of the date hereof, irrespective of any choice of law provisions which may be contained in any of the Loan Documents. As used herein, the term “ Applicable UCC ” means the New York UCC and the Delaware UCC, collectively or singly, as the context may require.

With your permission, we express no opinion herein as to any matters concerning English law and understand that, with respect to such matters, the Administrative Agent, the Issuing Bank and the Lenders are relying upon, among other things, the advice or opinion of other counsel.

With respect to any matters concerning the Delaware UCC, the Delaware Corporation Statute or the Delaware Limited Liability Act, we draw your attention to the fact that we are not admitted to

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practice in the State of Delaware. With your permission, (a) our opinions expressed herein concerning the Delaware UCC are limited to Article 9 of the Delaware UCC and are based solely upon our review of the statutory language of said Article 9, as reported in the CCH Secured Transactions Guide , as supplemented as of a recent date and not on any legislative history or judicial decisions or any rules, regulations, guidelines, releases or interpretations concerning the Delaware UCC; (b) our opinions expressed herein concerning the Delaware Corporation Statute are based solely upon our review of the statutory language of said Statute, as in effect on the date hereof, and not on any legislative history or judicial decisions or any rules, regulations, guidelines, releases or interpretations concerning the Delaware Corporation Statute; and (c) our opinions expressed herein concerning the Delaware Limited Liability Act are based solely upon our review of the statutory language of said Act, as in effect on the date hereof, and not on any legislative history or judicial decisions or any rules, regulations, guidelines, releases or interpretations concerning the Delaware Limited Liability Act.

A. Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Part B below, we are of the opinion that:

1. The Company (a) is a corporation incorporated and validly existing under the laws of the State of Delaware and (b) has the corporate power and authority to enter into and perform its obligations under each of the Loan Documents to which it is a party.

2. Pfaltzgraff (a) is a corporation incorporated and validly existing under the laws of the State of Delaware and (b) has the corporate power and authority to enter into and perform its obligations under each of the Loan Documents to which it is a party.

3. TMC (a) is a corporation incorporated and validly existing under the laws of the State of Delaware and (b) has the corporate power and authority to enter into and perform its obligations under each of the Loan Documents to which it is a party.

4. Holdings (a) is a limited liability company organized and validly existing under the laws of the State of Delaware and (b) has the limited liability company power and authority to enter into and perform its obligations under each of the Loan Documents to which it is a party.

5. Each of the U.S. Loan Parties has taken all necessary corporate and limited liability company, as applicable, action to authorize the execution, delivery and performance by it of each of the Loan Documents to which it is a party.

6. A duly authorized officer of each U.S. Loan Party has executed and delivered, for and on behalf of such U.S. Loan Party, each of the Loan Documents to which such U.S. Loan Party is a party.

7. Each of the Loan Documents to which each U.S. Loan Party is a party constitutes a legal, valid and binding obligation of such U.S. Loan Party, enforceable against such U.S. Loan Party, in accordance with its terms.

8. The execution and delivery by each U.S. Loan Party of the Loan Documents to which it is a party, and the performance of its obligations thereunder, do not: (a) violate any

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present law, statute or regulation of the State of New York, the Delaware Corporation Statute, the Delaware Limited Liability Company Act or the federal laws of the United States of America as in effect on the date hereof which in our experience is normally applicable to transactions of the type contemplated by the Loan Documents or (b) violate any provision of (i) the Certificate of Incorporation or By-Laws of the Company, Pfaltzgraff or TMC, in each case as amended and in effect on the date hereof, or (ii) the Certificate of Formation or Limited Liability Company Agreement of Holdings, in each case, as amended and in effect on the date hereof.

9. No consents or authorizations of, or filings with or notice to, any Governmental Authority of the United States of America, the State of New York or pursuant to the Delaware Corporation Statute or the Delaware Limited Liability Company Act, which are applicable to transactions of the type contemplated by the Loan Documents are required for the execution, delivery and performance by each U.S. Loan Party of the Loan Documents to which it is a party except such as have been obtained or made.

10. The U.S. Security Agreement is effective to create in favor of the Administrative Agent a valid security interest, to the extent that Article 9 of the New York UCC is applicable thereto, in any Collateral (as defined in the U.S. Security Agreement) in which each Grantor has rights, as security for the payment of the Secured Obligations (as defined in the U.S. Security Agreement).

11. The filing of the UCC-1 Financing Statement – Company, the UCC-1 Financing Statement – Pfaltzgraff and the UCC-1 Financing Statement – TMC on June 11, 2010 with the Delaware Secretary of State is sufficient to perfect the security interest granted to the Administrative Agent under the U.S. Security Agreement in all of the rights, title and interests of each of the Company, Pfaltzgraff and TMC in that portion of the Collateral (as defined in the U.S. Security Agreement) in which a security interest may be perfected solely by the filing of one or more financing statements under the Delaware UCC.

12. The filing of the UCC-1 Financing Statement - Holdings on October 28, 2011 with the Delaware Secretary of State is sufficient to perfect the security interest granted to the Administrative Agent under the U.S. Security Agreement in all of the rights, title and interests of Holdings in that portion of the Collateral (as defined in the U.S. Security Agreement) in which a security interest may be perfected solely by the filing of one or more financing statements under the Delaware UCC.

13. None of the U.S. Loan Parties is an “investment company” as defined in the Investment Company Act of 1940, as amended.

14. The making of any Loan on the date hereof pursuant to the Credit Agreement and the application of proceeds thereof as provided in the Credit Agreement will not violate Regulation U (12 CFR Part 221), as promulgated by the Board of Governors of the Federal Reserve System and in effect on the date hereof.

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B. The opinions set forth in Part A above are given subject to the qualifications stated therein, and subject to the following qualifications, limitations and assumptions:

1. Our opinion is limited to the specific opinions expressed in Part A above, and no other opinions are intended nor should they be inferred.

2. The opinions expressed in Sections 1(a), 2(a), 3(a) and 4(a) of Part A above as to the valid existence and the good standing of each of the U.S. Loan Parties in the State of Delaware is as of the date of the applicable Certificate of Legal Existence/Good Standing, and is based solely on such certificate. We express no opinion as to the tax good standing status of any U.S. Loan Party under any governmental taxing authority.

3. As to any facts material to this opinion, we have relied, to the extent that we deemed such reliance proper, upon certificates of public officials and officers and representatives of the U.S. Loan Parties, and upon representations and warranties of the parties set forth in the Loan Documents. We have not made or undertaken any independent investigation to establish or verify the accuracy or completeness of such factual matters, or as to any representation, warranty, data or other information, whether written or oral, that may have been provided by or on behalf of the U.S. Loan Parties or any other person, and we assume, in rendering this opinion, that none of such information contains any untrue statement of a material fact or omits to state a material fact necessary to render the statements made, in light of the circumstances in which they were made, not misleading.

4. The opinions expressed herein are subject to the following further qualifications:

(a) our opinions in Part A above are qualified to the extent that enforceability of the Loan Documents may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws of general applicability affecting the enforcement of creditors’ rights, (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and public policy, including without limitation (A) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (B) concepts of materiality, reasonableness, good faith and fair dealing and (iii) certain mandatory restrictions and limitations contained in the Applicable UCC (including, without limitation, Section 9-602 thereof);

(b) the obligations of each of the U.S. Loan Parties under the Loan Documents and the rights of the Administrative Agent, the Issuing Bank and/or the Lenders may be subject to possible limitations upon the exercise of remedial or procedural provisions contained in the Loan Documents; provided, however , such limitations do not, in our opinion, make the remedies which will be afforded to the Administrative Agent, the Issuing Bank and/or the Lenders inadequate for the practical realization of the substantive benefits purported to be provided to them by the Loan Documents; and

(c) any provisions of the Loan Documents which permit a party thereto to take action or make determinations, or to benefit from indemnities and similar undertakings of the U.S. Loan Parties, may be subject to a requirement that such action be taken or such determinations be made, and that any action or inaction by any such party which may give rise to a request for payment under any such indemnities or undertakings be taken or not taken, on a reasonable basis and in good faith.

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5. No opinion is rendered herein as to (a) the enforceability of any provision in the Loan Documents purporting to waive the effect of applicable laws, rights to notice and hearings prior to the granting of any relief, or the right to trial by jury; (b) the enforceability of any choice of law provision contained in any of the Loan Documents; (c) the enforceability of any provision of any agreement relating to confessions of judgment, waivers of defenses, the imposition of “penalty-rate” interest or the imposition of interest on interest; (d) the effectiveness of any power of attorney granted pursuant to any of the Loan Documents; (e) any provisions of the Loan Documents which provide for indemnification, contribution, waiver or release to the extent such provisions may be limited or rendered unenforceable, in whole or in part, by applicable Federal or state securities laws, criminal statutes, or the policies underlying such laws and by the effect of general rules of contract law that limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification for liability for action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct, or which provide for waivers which are rendered ineffective or unenforceable by the provisions of the Applicable UCC, or waivers of contingent claims or rights; (f) any provision purporting to grant relief or remedies in advance, including, without limitation, any consent to the appointment of a receiver or the granting of relief from the automatic stay in bankruptcy under Title I of the Bankruptcy Reform Act of 1978, as amended and codified at Title 11 of the United States Code; (g) the availability of the remedy of specific performance or of any other equitable remedy or relief, to enforce any right or obligation under any of the Loan Documents; (h) any provision of any Loan Document to the extent that it provides that the Administrative Agent or any Lender may set off and apply any deposits at any time held, or any other indebtedness at any time owing, by the Administrative Agent or any Lender to or for the account of any U.S. Loan Party; (i) the payment of any liquidated damages or other amount which may be held by a court to be a penalty or forfeiture; (j) Federal or state blue sky laws, rules or regulations or antitrust law, or ERISA or tax laws, rules, regulations or ordinances, or (k) the waiver of inconvenient forum, any choice of venue provision or waiver of any claim that venue is improper or inconvenient, and provisions relating to personal or subject matter jurisdiction of the courts set forth in any of the Loan Documents.

6. We express no opinion as to any rights, title or interests of any U.S. Loan Party in or to any property (including any of the Collateral (as defined in the U.S. Security Agreement)).

7. Except as otherwise provided in Sections 10, 11 and 12 of Part A above, we express no opinion as to the validity, legality, creation, perfection or enforceability of any security interest, lien or encumbrance in any property granted or purported to be granted by any U.S. Loan Party.

8. We express no opinion as to the priority of any security interest, lien or encumbrance in any property granted or purported to be granted by any U.S. Loan Party.

9. We have assumed that each U.S. Grantor has received “value” (as defined in Section 1-201(44) of the Applicable UCC) in exchange for granting a security interest in the Collateral (as defined in the U.S. Security Agreement);

10. For purposes of our opinions contained in Sections 11 and 12 of Part A above, we have assumed, with your permission, that (a) the Secured Obligations (as defined in the Amended and Restated Pledge and Security Agreement, dated as of October 28, 2011, by and between the Company, the U.S. Grantors and the Administrative Agent (the “Existing Security Agreement”))

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continue to remain in full force and effect as of the date hereof; (b) neither the Existing Security Agreement nor any of the Existing Financing Statements has been assigned or terminated, and (c) none of the Collateral (as defined in the Existing US Security Agreement) has been released from the security interest granted under the Existing Security Agreement.

11. We note that in the case of proceeds, the continuation of the perfection of a security interest therein is limited to the extent set forth by the applicable provisions of Section 9-315 of the Applicable UCC and to property of a type subject to the Applicable UCC.

12. We have assumed that none of the Collateral (as defined in the U.S. Security Agreement) consists of “consumer goods” (as defined in Section 9-102(a)(23) of the Applicable UCC) or “farm products” (as defined in Section 9-102(a)(34) of the Applicable UCC) or accounts resulting from the sale thereof or beneficial interests in a trust or a decedent’s estate, deposit accounts, letters of credit and policies of insurance.

13. We express no opinion with regard to the perfection of security interests under the U.S. Security Agreement in the case of any Collateral (as defined in the U.S. Security Agreement) which is or may become fixtures or which is installed in or affixed to, or becomes a part of a product or mass with goods which are not items of Collateral (as defined in the U.S. Security Agreement).

14. We note that the validity, legality, creation, perfection and enforceability of any security interest granted under the U.S. Security Agreement in that portion of the Collateral (as defined in the U.S. Security Agreement) which constitutes limited liability company interests in one or more limited liability companies organized under the State of Delaware, may be limited by the provisions of Sections 18-702 and 18-704 of the Delaware Limited Liability Company Act.

15. We express no opinion as to the adequacy or accuracy of the description of the Collateral (as defined in the U.S. Security Agreement) insofar as such description includes terms which are not defined under Article 9 of the Applicable UCC.

16. We express no opinion with respect to accounts that are due from the United States or any State of the United States, or any agency or department of the United States or any state and are subject to the Assignment of Claims Act of 1940 or any similar state statutes.

17. We express no opinion as to the creation, perfection or enforceability of any security interest in any commercial tort claim which is not described with particularity in the U.S. Security Agreement, as required by Section 9-108(e)(1) of the Applicable UCC.

18. Although this opinion is given only as of the date hereof, we call your attention to the following: (a) the effectiveness of each UCC-1 Financing Statement will lapse five (5) years from the date of filing unless a continuation statement is properly filed within six (6) months prior to such termination in accordance with Section 9-515 of the Delaware UCC; (b) Sections 9-507 and 9- 508 of the Delaware UCC provide that if a debtor so changes its name or identity that a filed financing statement becomes seriously misleading, the filing is not effective to perfect a security interest in collateral acquired by that debtor more than four (4) months after such change unless (i) in the case of a change of the debtor’s name, an appropriate amendment is filed in accordance with Section 9-507(c) of the Delaware UCC prior to the expiration of such period, or (ii) in the case of a

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change in the debtor’s identity, an appropriate initial financing statement is filed before the expiration of that period in accordance with Section 9-508(b) of the Delaware UCC; (c) if a debtor changes its location (as defined in Section 9-307 of the Delaware UCC) to another jurisdiction, perfection of the security interests of the secured party ceases at the expiration of four (4) months from the date of the change of that debtor’s location, or when perfection would have ceased under the law of the original jurisdiction, whichever period first expires, unless perfection against such collateral occurs in the new jurisdiction before the end of such period; and (d) if a transfer of collateral occurs to a Person that thereby becomes a debtor and is located in another jurisdiction, appropriate action must be taken within one (1) year in order to perfect in accordance with the laws of such jurisdiction, as provided in Section 9-316 of the Delaware UCC.

19. We have assumed that there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, or qualify the terms of any of the Loan Documents.

20. We express no opinion as to the applicability to the obligations of any of the U.S. Loan Parties as guarantors or co-obligors (or the enforceability of such obligations) of Section 548 of the Bankruptcy Code, or any other provision of law relating to fraudulent conveyances, transfers or obligations.

All opinions set forth herein are given as of the date hereof under the factual circumstances as we understand them (as qualified herein) and applicable law existing as of this date.

The opinions set forth herein are expressed solely for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and for the benefit of any assignee of the Loans in connection with the transactions provided for in the Credit Agreement, and without our prior written consent, may not be relied upon for any other purpose or by any other person for any purpose. This opinion is not to be referred to, furnished to, or quoted in, any document, report, or financial statement, or filed with, or delivered to, or disclosed to, any governmental authority (with the exception of government regulators to which the Administrative Agent, the Issuing Bank or a Lender is obligated under law to disclose such documentation) or other person, without our prior written consent or as otherwise required by law.

Very truly yours,

CERTIFICATE OF OFFICERS

FOR

U.S. LOAN PARTIES

Annex 1

CERTIFICATE OF OFFICERS

Date: As of January 13, 2014

Reference is hereby made to the following (collectively, the “ Loan Documents ”):

(a) a certain Second Amended and Restated Credit Agreement, dated of even date herewith (the “ Credit Agreement ”), by and among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the banks and other financial institutions identified therein as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.

(b) a certain Second Amended and Restated Pledge and Security Agreement, dated of even date herewith (the “ U.S. Security Agreement ”), by and between the Company, the Subsidiaries of the Company listed on the signature pages thereto, and the Administrative Agent.

All capitalized terms not defined herein but defined in the Credit Agreement shall have the meanings given to such terms in the Credit Agreement, and if not defined therein, then the meanings given to such terms in the U.S. Security Agreement.

In connection with the execution and delivery by Nixon Peabody LLP, acting as special U.S. counsel to Lifetime Brands, Inc., a Delaware corporation (the “ Company ”). Pfaltzgraff Factory Stores, Inc., a Delaware corporation (“ Pfaltzgraff ”). TMC Acquisition Inc., a Delaware corporation (“ TMC ”) and Lifetime Delaware Holdings, LLC, a Delaware limited liability company (“ Holdings ”) (the Company, Pfaltzgraff, TMC and Holdings are hereinafter sometimes referred to collectively as the “ U.S. Loan Parties ” and each singly as a “ U.S. Loan Party ”), of a certain opinion letter, dated of even date herewith (the “ Opinion Letter ”), from Nixon Peabody LLP to the Lenders, Issuing Bank and Administrative Agent, the undersigned hereby certifies to Nixon Peabody LLP that:

1. All of the representations and warranties of each of the U.S. Loan Parties contained in the Loan Documents are true and correct as of the dates and for the periods so stated therein; and

2. Each U.S. Loan Party (a) does not hold itself out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting, or trading in securities, (b) does not engage or propose to engage in the business of investing, reinvesting, owning, holding or trading in securities, (c) does not own or propose to acquire investment securities having a value exceeding 40% of the value of such company’s total assets (exclusive of government securities and cash items) on an unconsolidated basis, or (d) is not a company “controlled by” an “investment company”; and further , valued at their respective present fair values, “investment securities,” as defined in Section 3(a)(2) of the Investment Company Act of 1940, do not constitute in excess of 40% of the total assets (exclusive of government securities and cash items) on an unconsolidated basis of the U.S. Loan Parties.

- 1 -

The undersigned hereby acknowledges and agrees that Nixon Peabody LLP is entitled to rely on, and may include in the Opinion Letter references to or descriptions of, any or all of the representations and warranties set forth in, and/or may include a copy of, this Certificate of Officers.

IN WITNESS WHEREOF, the undersigned have executed and delivered for and on behalf of each of the U.S. Loan Parties this Certificate of Officers as of the date first written above.


LIFETIME BRANDS, INC.,

By:

	Name:	Laurence Winoker
	Title:	Senior Vice President - Finance, Chief Financial Officer and Treasurer

PFALTZGRAFF FACTORY STORES, INC.

By:

	Name:	Laurence Winoker
	Title:	Senior Vice President - Finance and Treasurer

TMC ACQUISITION INC.

By:

Name:	Name: Laurence Winoker
Title:	Chief Financial Officer and Treasurer

LIFETIME DELAWARE HOLDINGS, LLC

By:

	Name:	Laurence Winoker
	Title:	Senior Vice President - Finance and Treasurer

- 2 -

UCC-1 FINANCING STATEMENT – COMPANY

Exhibit A

LOGO

DELAWARE DEPARTMENT OF STATE
U.C.C. FILING SECTION
FILED 03:37 PM 06/11/2010
INITIAL FILING # 2010 2047839
SRV: 100650764
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER (optional)
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
CT Lien Solutions
PO Box 29071
Glendale, CA 91209-9071
Order # 23646798
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names
1a. ORGANIZATION’S NAME
Lifetime Brands, Inc.
OR
1b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
1c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
1000 Stewart Avenue Garden City NY 11530 USA
1d. SEE INSTRUCTIONS ADD’L INFO RE ORGANIZATION DEBTOR 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID # if any
Corporation Delaware NONE
2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names
2a. ORGANIZATION’S NAME
OR
2b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
NONE
2d. SEE INSTRUCTIONS ADD’L INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION 2F. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any
3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)
3a. ORGANIZATION’S NAME
JPMORGAN Chase Bank, N.A., as Administrative Agent
OR
3b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
270 Park Avenue, Attn: ABL Regional Portfolio Manager New York NY 10017 USA
4. This FINANCING STATEMENT covers the following collateral:
All assets of the Debtor whether now owned or hereafter acquired or arising and wheresoever located, including all occasions thereto and products and proceeds thereof.
5. ALTERNATIVE DESIGNATION (if applicable): LESSEE/LESSOR CONSIGNEE/CONSIGNOR BAILEE/BAILOR SELLER/BUYER AG LIEN NON-UCC FILING
6. This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]
7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]
All Debtors Debtor 1 Debtor 2
8. OPTIONAL FILER REFERENCE DATA
FILE WITH: Secretary of State of Delaware
FILING OFFICE COPY – NATIONAL UCC FINANCING STATEMENT (FORM UCC-1) (REV. 05/22/02)
[ILLEGIBLE]

UCC-1 FINANCING STATEMENT – PFALTZGRAFF

Exhibit B

LOGO

DELAWARE DEPARTMENT OF STATE
U.C.C. FILING SECTION
FILED 03:35 PM 06/11/2010
INITIAL FILING # 2010 2047805
SRV: 100650760
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER (optional)
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
CT Lien Solutions
PO Box 29071
Glendale, CA 91209-9071
Order # 23646754
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names
1a. ORGANIZATION’S NAME
Pfaltzgraff Factory Stores, Inc.
OR
1b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
1c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
1000 Stewart Avenue Garden City NY 11530 USA
1d. SEE INSTRUCTIONS ADD’L INFO RE ORGANIZATION DEBTOR 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID # if any
Corporation Delaware NONE
2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names
2a. ORGANIZATION’S NAME
OR
2b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
NONE
2d. SEE INSTRUCTIONS ADD’L INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION 2F. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any
3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)
3a. ORGANIZATION’S NAME
JPMORGAN Chase Bank, N.A., as Administrative Agent
OR
3b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
270 Park Avenue, Attn: ABL Regional Portfolio Manager New York NY 10017 USA
4. This FINANCING STATEMENT covers the following collateral:
All assets of the Debtor whether now owned or hereafter acquired or arising and wheresoever located, including all occasions thereto and products and proceeds thereof.
5. ALTERNATIVE DESIGNATION (if applicable): LESSEE/LESSOR CONSIGNEE/CONSIGNOR BAILEE/BAILOR SELLER/BUYER AG LIEN NON-UCC FILING
6. This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]
7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]
All Debtors Debtor 1 Debtor 2
8. OPTIONAL FILER REFERENCE DATA
FILE WITH: Secretary of State of Delaware
FILING OFFICE COPY – NATIONAL UCC FINANCING STATEMENT (FORM UCC-1) (REV. 05/22/02)
[ILLEGIBLE]

UCC-1 FINANCING STATEMENT – TMC

Exhibit C

LOGO

DELAWARE DEPARTMENT OF STATE
U.C.C. FILING SECTION
FILED 03:38 PM 06/11/2010
INITIAL FILING # 2010 2047854
SRV: 100650768
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER (optional)
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
CT Lien Solutions
PO Box 29071
Glendale, CA 91209-9071
Order # 23646832
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names
1a. ORGANIZATION’S NAME
TMC Acquisition Inc.
OR
1b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
1c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
1000 Stewart Avenue Garden City NY 11530 USA
1d. SEE INSTRUCTIONS ADD’L INFO RE ORGANIZATION DEBTOR 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID # if any
Corporation Delaware NONE
2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names
2a. ORGANIZATION’S NAME
OR
2b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
NONE
2d. SEE INSTRUCTIONS ADD’L INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION 2F. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any
3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)
3a. ORGANIZATION’S NAME
JPMORGAN Chase Bank, N.A., as Administrative Agent
OR
3b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
270 Park Avenue, Attn: ABL Regional Portfolio Manager New York NY 10017 USA
4. This FINANCING STATEMENT covers the following collateral:
All assets of the Debtor whether now owned or hereafter acquired or arising and wheresoever located, including all occasions thereto and products and proceeds thereof.
5. ALTERNATIVE DESIGNATION (if applicable): LESSEE/LESSOR CONSIGNEE/CONSIGNOR BAILEE/BAILOR SELLER/BUYER AG LIEN NON-UCC FILING
6. This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]
7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]
All Debtors Debtor 1 Debtor 2
8. OPTIONAL FILER REFERENCE DATA
FILE WITH: Secretary of State of Delaware
FILING OFFICE COPY – NATIONAL UCC FINANCING STATEMENT (FORM UCC-1) (REV. 05/22/02)
[ILLEGIBLE]

FORM OF

UCC-1 FINANCING STATEMENT – HOLDINGS

Exhibit D

LOGO

DELAWARE DEPARTMENT OF STATE
U.C.C. FILING SECTION
FILED 04:51 PM 10/28/2011
INITIAL FILING # 2011 4187012
SRV: 111147423
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER (optional)
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
CT Lien Solutions
PO Box 29071
Glendale, CA 91209-9071
Order 30428834
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names
1a. ORGANIZATION’S NAME
Lifetime Delaware Holdings, LLC
OR
1b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
1c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
1000 Stewart Avenue Garden City NY 11530 USA
1d. SEE INSTRUCTIONS ADD’L INFO RE ORGANIZATION DEBTOR 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID # if any
Corporation Delaware NONE
2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names
2a. ORGANIZATION’S NAME
OR
2b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
NONE
2d. SEE INSTRUCTIONS ADD’L INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION 2F. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any
3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)
3a. ORGANIZATION’S NAME
JPMORGAN Chase Bank, N.A., as Administrative Agent
OR
3b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
270 Park Avenue New York NY 10017 USA
4. This FINANCING STATEMENT covers the following collateral:
All assets of the Debtor whether now owned or hereafter acquired or arising and wheresoever located, including all occasions thereto and products and proceeds thereof.
5. ALTERNATIVE DESIGNATION (if applicable): LESSEE/LESSOR CONSIGNEE/CONSIGNOR BAILEE/BAILOR SELLER/BUYER AG LIEN NON-UCC FILING
6. This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]
7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]
All Debtors Debtor 1 Debtor 2
8. OPTIONAL FILER REFERENCE DATA
FILE WITH: Secretary of State of Delaware
FILING OFFICE COPY – NATIONAL UCC FINANCING STATEMENT (FORM UCC-1) (REV. 05/22/02)
CIII 63038112v.1

LOGO

JP Morgan Chase Bank, N.A. (in its capacities as Lender, Administrative Agent and Co-Collateral Agent);

HSBC Bank USA, National Association (in its capacities as Lender, Syndication Agent and Co-Collateral Agent);

Capital One Business Credit Corp. (in its capacity as Lender);

Wells Fargo Bank, National Association (in its capacity as Lender),

Santander, N.A. (in its capacity as Lender)

each pursuant to a second amended and restated credit agreement dated 13 January 2014 between, amongst others, Lifetime Brands, Inc, as the Company and JP Morgan Chase Bank N.A., as the Administrative Agent and Co-Collateral Agent ( Credit Agreement ).

Date 13 January 2014

Our ref: 065163.014/AJM/12597150

Direct tel: +44 (0) 121 234 0034

Direct fax: +44 (0) 121 234 0003

E-mail: AMadden@gateleyuk.com

Dear Sirs

Credit Agreement

Unless otherwise stated, terms defined in the Credit Agreement shall have the same meanings in this Opinion Letter.

1.	Background

1.1	You have requested us to provide this opinion in our capacity as English solicitors to Lifetime Brands UK Limited ( LBUK ), Creative Tops Holdings Limited ( CTH ) and Creative Tops Limited ( CTL ) in connection with the Credit Agreement.

1.2	LBUK, CTH and CTL are referred to together in this Opinion Letter as the UK Companies .

1.3	For the purposes of this Opinion Letter we have examined the following documents:

1.3.1

the Credit Agreement;

1.3.2

the articles of association of each UK Company;

1.3.3

board minutes of LBUK dated 13 January 2014 relating to approval of the Credit Agreement;

1.3.4

shareholder resolutions of LBUK dated 13 January 2014 relating to approval of the Credit Agreement;

1.3.5

a director’s certificate signed by a director of LBUK dated 13 January 2014;

1.3.6

board minutes of CTH dated 13 January 2014 relating to approval of the Credit Agreement;

1.3.7

shareholder resolutions of CTH dated 13 January 2014 relating to approval of the Credit Agreement;

1.3.8

a director’s certificate signed by a director of CTH dated 13 January 2014;

1.3.9

board minutes of CTL dated 10 January 2014 relating to approval of the Credit Agreement;

1.3.10

shareholder resolutions of CTL dated 10 January 2014 relating to approval of the Credit Agreement; and

1.3.11

a director’s certificate signed by a director of CTL dated 10 January 2014.

One Eleven

Edmund Street

Birmingham

B3 2HJ

DX 13033 Birmingham-1

Gateley LLP is registered in England and Wales as a limited liability partnership.

Registered Number: 00305387. Registered Office: One Eleven. Edmund Street, Birmingham B3 2HJ.

A list of members is open to inspection at the registered office. Authorised and regulated by the Solicitors Regulation Authority.

t: +44 (0) 121 234 0000

f: +44 (0) 121 234 0001

www.gateleyuk.com

1.4	We have also reviewed the results of the searches carried out by us referred to in paragraphs 2.1.14 and 2.1.16;

1.5	We have not reviewed any other documents, looked at any other information, carried out any other searches or made any other enquiries for the purposes of this Opinion.

2.	Assumptions

2.1	For the purpose of giving this opinion, we have assumed:

2.1.1

the genuineness of all signatures, good faith of all parties and authenticity and completeness of all documents submitted to us as originals;

2.1.2

in respect of the copies produced to us of minutes of meetings and/or of resolutions of the UK Companies, that:

2.1.2.1

they are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record;

2.1.2.2

any meetings referred to in such certified copies were duly convened and held;

2.1.2.3

those present at any such meetings acted bona fide throughout;

2.1.2.4

all resolutions set out in such certified copies were duly passed; and

2.1.2.5

no subsequent resolutions have been passed or actions occurred to rescind, vary or otherwise alter the approvals set out in such as set out in such minutes of meetings and/or of resolutions of the UK Companies;

2.1.3

that the judgement of the directors of each of the UK Companies recorded in the minute 4 (Commercial Benefit) of the respective board minutes is fair and reasonable in the circumstances and, in each case, accurately reflects the financial position of that UK Company;

2.1.4

that all original documents are, and were when executed, authentic, complete and up to date and have not been amended or rescinded and remain in full force and effect. In particular we have assumed that all documents were, when signed, signed as complete documents and if any documents have been signed remotely that such signatures have been provided in accordance with the protocols set out in the “Guidance on Execution of Documents at a Virtual Signing or Closing” issued by The Law Society Company Law Committee and The City of London Law Society Company Law and Financial Law Committee dated May 2009;

2.1.5

that all signatures which purport to have been attested were made in the presence of the purported witness;

2.1.6

that the Credit Agreement has been validly signed by all parties to them, other than the UK Companies, by duly authorised officers in accordance with the constitution and laws governing those parties;

2.1.7

that performance of the obligations of the parties under the Credit Agreement is lawful in any other jurisdiction outside of England and Wales relevant to the Credit Agreement;

2.1.8

that each of the parties to the Credit Agreement, other than the UK Companies, is of good standing and validly existing in its country of incorporation;

2.1.9

that the choice of English law has been made for bona fide purposes;

2.1.10

that the Credit Agreement have been duly and unconditionally delivered by all parties and that there are no conditions to the release of the Credit Agreement, escrow or similar arrangements, agreements, or understandings in connection with the Credit Agreement and all conditions to the Credit Agreement have been met and satisfied;

2.1.11

that there are no agreements, contracts or arrangements in existence between the parties to the Credit Agreement which have not been disclosed to us and in any way amend or vary the terms of the Credit Agreement;

2.1.12

that the UK Companies were, at the time of entering into the Credit Agreement, and remain solvent and did not become insolvent in consequence of entering into the Credit Agreement;

2.1.13

that no person has taken any step in England or Wales in connection with the appointment of an administrator of the UK Companies, the appointment of a receiver in respect of it or any of its assets, the making of a voluntary arrangement in respect of it, the imposition of a moratorium in respect of it (under section 1A of the Insolvency Act), its winding-up or its dissolution (provided that this assumption dos not qualify the opinions contained in paragraphs 3.1 to 3.3 of this letter);

2.1.14

that the information revealed by our on-line search carried out by us on 13 January 2014 of the public documents of the Parent on the register maintained by the Registrar of Companies ( Registrar ) in Cardiff ( Company Search ) was complete and accurate in all respects and has not since the time of such search been altered; and

2.1.15

there have been no changes to the constitutional documents of the UK Companies from those revealed by our Company Search;

2.1.16

that the information revealed by our enquiry ( Winding Up Enquiry ) on 13 January 2014 of the Central Registry of Winding Up Petitions ( Central Registry ) was accurate in all respects and has not since the time of such enquiry been altered.

2.2	In relation to the assumption in paragraph 2.1.13, we are able to provide the following information:

2.2.1

there are requirements to send information to the Registrar in connection with each of the following events, namely: the appointment of an administrator; the appointment of a receiver; the approval of a voluntary arrangement; the coming into force of a moratorium under section 1A of the Insolvency Act; the passing of a resolution to enter a voluntary liquidation; the making of a winding-up order; and the making of an order (under section 900 of the Companies Act 2006) for the dissolution of a company in connection with a compromise or arrangement. Any such information sent to the Registrar should be placed on the relevant company’s file. In addition, where the Registrar is taking steps to strike a company off the register, we would expect a copy of each relevant letter and advertisement to be placed on the company’s file.

2.2.2

none of the documents or information disclosed as a result of the Company Search related to any of the events listed in paragraph 2.1.13. However, this should not be taken to mean that none of those events has occurred or that no step has been taken in connection with any of those events. In this respect, we draw your attention, in particular, to the following two factors. First, whenever information of this type is required to be sent to the Registrar, it need not be sent immediately (so an event could have occurred recently in respect of which the relevant filing has not yet been made). Secondly, none of the requirements to send information to the Registrar arises at the beginning of the relevant process. For example, in the case of a compulsory winding-up, the requirement to send information to the Registrar arises only once the order is made; there is no filing requirement at an earlier stage, such as on presentation of the winding-up petition.

2.2.3

the Central Registry records details of each petition for the winding-up of a company. In some circumstances, it also records information about the proposed appointment of an administrator. The official we spoke to today (see paragraph 2.1.16) told us that there was then no entry on the Central Registry in respect of the UK Companies. We assume that the Central Registry was accurate, complete and up-to-date as at such time and that there was no such entry. However, there is no guarantee given by Government (or by any person) as to the accuracy or reliability of the Central Registry or of any information provided by officials in response to requests like ours. In any event, as mentioned, the Central Registry does not cover every proposed appointment of an administrator.

2.3

We assume that no person has taken any step outside England and Wales in connection with any of the matters listed in paragraph 2.1.13 or in connection with any similar event or proceedings. We have not attempted to find out whether any such step has been taken. We are not giving any opinion as to the actual or potential effect under the law of England and Wales (or any other law) of any such step.

3.	Opinion

Based upon and subject to the above assumptions, and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the opinion that:

3.1	*Status:* each UK Company is duly incorporated in England as a private company limited by shares with power to execute deliver and exercise its rights and perform its obligations under the Credit Agreement and is validly existing under English law;

3.2	*Company search* : the Company Search does not reveal any order or resolution for the winding-up of any UK Company, or any notice of the appointment of a receiver, administrative receiver or administrator in respect of any UK Company it or any of its assets;

3.3

Winding-up search : the Winding-Up Enquiry did not reveal details of any petition for the winding-up of any UK Company had been presented, that any application for the administration of any UK Company had been made or that any notice of appointment, or of the intention to appoint, an administrator had been filed with the Central Registry;

3.4	*Non-conflict* : neither the execution and delivery of the Credit Agreement by any UK Company, nor the performance by any UK Company of any of its obligations under the Credit Agreement nor the exercise by any UK Company of any of its rights under the Credit Agreement conflicts with:

3.4.1

its constitutional documents; or

3.4.2

any present law or regulation having the force of law in England to which that UK Company is subject;

3.5	*Capacity* : each UK Company has the capacity to enter into and deliver each of the Credit Agreement to which it is a party and to exercise its rights and perform its obligations under those documents;

3.6	*Authorisation* : each UK Company has taken all necessary corporate action to authorise the execution and delivery of those Documents;

3.7	*Consents* : no consent, approval, licence or authorisation by any governmental or other public body in England is required to enable any UK Company to lawfully enter into the Credit Agreement and/or to perform its obligations under the Credit Agreement;

3.8	*Filing* : no UK Company is required to deliver, file, record or register the Credit Agreement with any public body in England;

3.9	*Execution* : the Credit Agreement has been duly executed by each of the UK Companies;

3.10	*Choice of law* : the choice of the law of the State of New York in the Credit Agreement is a valid choice under English law and would be given effect to by the courts of England if they accept jurisdiction

4.	Reservations

This opinion is subject to the following reservations:

4.1	The Company Search is not capable of revealing conclusively whether or not:

4.1.1

a winding up order has been made or a resolution passed for the winding up of a company; or

4.1.2

an administration order has been made; or

4.1.3

a receiver, administrative receiver, administrator or liquidator has been appointed,

since notice of these matters may not be filed with the Registrar immediately and, when filed, may not be entered on the public database or recorded on the public microfiches of the relevant company immediately.

4.2	In addition, the Company Search is not capable of revealing, prior to the making of the relevant order, whether or not a winding up petition or a petition for an administration order has been presented.

4.3

The Winding-Up Enquiry relates only to a compulsory winding up and is not capable of revealing conclusively whether or not a winding up petition in respect of a compulsory winding up has been presented, since details of the petition may not have been entered on the records of the Central Registry immediately or, in the case of a petition presented to a County Court, may not have been notified to the Central Registry and entered on such records at all, and the response to an enquiry only relates to the period of approximately four years prior to the date when the enquiry was made.

5.	Exclusions

5.1	We have not investigated the laws of any country other than England and this Opinion Letter is given only with respect to the laws of England in effect as at the date of this Opinion Letter.

5.2	No opinion is given on the credit-worthiness of any parties to the Credit Agreement.

5.3	No opinion is given as to the enforceability of any provision in the Credit Agreement or the Credit Agreement, whether in respect of the UK Companies or otherwise.

5.4	We have not investigated the title of any party to any of its assets and give no opinion as to ownership of any assets or their suitability to be included in any security created by the Credit Agreement.

5.5	No opinion is given with regard to taxation payable in respect of the Credit Agreement or any payments which may fall due for payment under any of them, including (without limitation) any withholding tax that may be applicable.

6.	Limitations

6.1	Our clients are the UK Companies. We have taken our instructions only from the UK Company as and not from any other person.

6.2	We are giving our opinion to you in connection with the Credit Agreement and you must not rely on it (or any part of it) for any other purpose.

6.3

In this paragraph 6, Losses means any loss, liability or damage arising out of or in connection with this letter, however it is caused and whether in contract (by way of indemnity or otherwise), in tort (including negligence) or in misrepresentation, restitution or otherwise (in each case, whether caused by negligence or not).

6.4

Our total liability in respect of Losses is limited to £150 million (which is the maximum principal amount our professional indemnity insurance at the date of this letter). This amount is the limit of our liability to all persons purporting to rely on our opinion, collectively. Any amount paid by us in respect of liabilities to any such person will be allocated among all such persons, as appropriate. This allocation is entirely a matter for the relevant persons and there is no obligation to inform us of the allocation.

6.5

Our opinion is limited to the matters expressly stated in paragraph 3 and it is not to be extended by implication. In particular, we express no opinion on the accuracy of the assumptions in paragraph 2. Each statement which has the effect of limiting our opinion is independent of any other such statement and is not to be impliedly restricted by it. Paragraph headings are to be ignored when construing this opinion.

6.6

The extent to which any Losses will be recoverable from us will also be limited so as to be in proportion to our contribution to the overall fault for such Losses, taking into account any contributory negligence by the claimant, its other advisers and/or any other third party responsible to the claimant and/or liable in respect of such Losses.

6.7

No person is permitted to bring any claim in respect of Losses against any of our partners, employees or agents even where our partners, employees or agents have been negligent. This restriction will not operate to exclude any liability which cannot be excluded at law or to exclude the liability of Gateley LLP for the acts or omissions of any of our partners, employees or agents. Each of our partners, employees and agents will have the right to enforce this paragraph 6.7 pursuant to the Contracts (Rights of Third Parties) Act 1999. Each reference here to a “partner” is to a member of Gateley LLP. The use of that term does not imply that the members of Gateley LLP are carrying on business in partnership for the purposes of the Partnership Act 1890.

6.8	Nothing in this paragraph 6 will limit any liability that we have at any time in respect of any Losses caused by our fraud, fraudulent misrepresentation or reckless disregard of our professional obligations or any other situation where the law prohibits us from excluding or limiting our liability.

7.	Reliance

7.1

This opinion is solely for the benefit of the persons to whom this letter is addressed solely for the purposes of the Credit Agreement. It may not be disclosed or relied on by any other person or for any other purpose and is not to be quoted or made public in any way without our prior written consent except that it may be disclosed without such consent, but not relied on:

7.1.1

to the extent required by law, regulation or the rules of any applicable stock exchange;

7.1.2

in connection with any actual or potential dispute or claim to which the relevant addressee is a party relating to the Credit Agreement

7.1.3

by potential successors, transferees, sub-participants and assignees of the addressees and their professional advisers;

7.1.4

by professional advisers, employees, auditors and officers of the addresses; and

7.1.5

by any affiliate of the addressees and the professional advisors, employees, auditors and officers of any such affiliate.

8.	Governing law

8.1	This Opinion Letter is governed by the law of England and Wales.

8.2

The courts of England and Wales will have exclusive jurisdiction to settle any dispute between us (including claims for set-off and counterclaims) in relation to this Opinion Letter. You and we irrevocably agree to submit to their jurisdiction and irrevocably waive any objection to any action or proceeding being brought in those courts or any claim that any such action or proceeding has been brought in an inconvenient forum.

Yours faithfully

Andrew Madden

Member

for Gateley LLP

EXHIBIT C

BORROWING BASE CERTIFICATE

[Attached]

Exhibit C

LOGO

BORROWING BASE REPORT Exhibit C
Rpt #
Obligor Number: Date:
Loan Number: Period Covered: to
COLLATERAL CATEGORY A/R Inventory Total Eligible Collateral 0
Description
1 Beginning Balance ( Previous report - Line 8) 0 0
2 Additions to Collateral (Gross Sales or Purchases)
3 Other Additions (Add back any non-A/R cash in line 3)
4 Deductions to Collateral (Cash Received)
5 Deductions to Collateral (Discounts, other)
6 Deductions to Collateral (Credit Memos, all)
7 Other non-cash credits to A/R
8 Total Ending Collateral Balance 00
9
10
11
12
13 Less Ineligible -- See page 2 of 4 0
14 Total Ineligibles -Accounts Receivable 0 0
15 Less Ineligible -- Inventory Slow-moving
16 Less Ineligible -- Inventory Offsite not covered
17 Less Ineligible -- Inventory WIP
18 Less Ineligible -- Consigned
19 Less Ineligible -- Other (attach schedule)
20 Total Ineligibles Inventory 0 0
21 Total Eligible Collateral 00
22 Advance Rate Percentage 85% N/A
23 Net Available—Borrowing Base Value 0 0
23.A Available Trademarks 0
24 Reserves ( Other) 0 0
25 Total Borrowing Base Value 0 0
25.A Total Availability/ CAPS 00
26 Revolver Line Total Revolver Line
27 Maximum Borrowing Limit (Lesser of 25. or 26.)* FALSE Total Available 0
27A Suppressed Availability FALSE
LOAN STATUS
28 Previous Loan Balance (Previous Report Line 31) 0
29 Less: A. Net Collections (Same as line 4) 0
B. Adjustments / Other
30 Add: A. Request for Funds 0
B. Adjustments / Other
31 New Loan Balance 0 0 Total New Loan Balance: 0
32 Letters of Credit/Bankers Acceptance Outstanding 0
33 Availability Not Borrowed (Lines 27 less 31 & 32) 0
34
35 OVERALL EXPOSURE (lines 31 & 34) 0
Pursuant to, and in accordance with, the terms and provisions of that certain Second Amended and Restated Credit Agreement (“Agreement”), between JPMorgan Chase Bank, N.A. (“Chase”), as administrative agent for the Lenders, the Loan Parties and(“Borrower”), Borrower is executing and delivering to Chase this Collateral Report accompanied by supporting data (collectively referred to as the “Report”). Borrower warrants and represents to Chase that this Report is true and correct, and is based on information contained in Borrower’s own financial accounting records. Borrower, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement, and further certifies on this day of , 20 , that the Borrower is in compliance with said Agreement.
BORROWER NAME: Lifetime Brands, Inc. AUTHORIZED SIGNATURE:

EXHIBIT D

COMPLIANCE CERTIFICATE


To:		The Lenders parties to the
		Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit Agreement dated as of January 13, 2014 (as amended, modified, renewed or extended from time to time, the “ Agreement ”) among Lifetime Brands, Inc. (the “ Company ”), the Foreign Subsidiary Borrowers party thereto, the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as the Issuing Bank. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of the Company;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered by the attached financial statements [ for quarterly or monthly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes];

3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement;

4. I hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office, (iii) principal place of business, (iv) the type of entity it is or (v) its state of incorporation or organization without having given the Agent the notice required by Section 4.15 of the Domestic Security Agreement (or any similar provision in any Foreign Security Agreement);

5. Schedule I attached hereto sets forth financial data and computations evidencing the Fixed Charge Coverage Ratio for the most recently ended four (4) fiscal quarters and the Company’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct; and

6. Schedule II hereto sets forth the computations necessary to determine the Applicable Rate commencing on the Business Day this certificate is delivered.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period during which it has existed and the action which the Company has taken, is taking, or proposes to take with respect to each such condition or event or (i) the change in GAAP or the application thereof and the effect of such change on the attached financial statements:

Exhibit D

The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , .


LIFETIME BRANDS, INC.

By:
Name:
Title:

Exhibit D

SCHEDULE I

Compliance as of , with

Provisions of and of

the Agreement

Exhibit D

SCHEDULE II

Company’s Applicable Rate Calculation

Exhibit D

EXHIBIT E

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of , , 20 , is entered into between [New Subsidiary], a [ ] (the “ New Subsidiary ”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “ Administrative Agent ”) under that certain Second Amended and Restated Credit Agreement, dated as of January 13, 2014 among Lifetime Brands, Inc. (the “ Company ”), the Foreign Subsidiary Borrowers party thereto, the Loan Parties party thereto, the Lenders party thereto and the Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “ Credit Agreement ”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

The New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Sections 10.10 and 10.13 of the Credit Agreement, hereby (i) guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and (ii) agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.

3. The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:

Exhibit E

4. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


[NEW SUBSIDIARY]

By:
Name:
Title:

Acknowledged and accepted:

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:
Name:
Title:

Exhibit E

EXHIBIT F

LIFETIME BRANDS, INC.

CERTAIN FOREIGN SUBSIDIARY BORROWERS

SECOND AMENDED AND RESTATED CREDIT FACILITIES

January 13, 2014

LIST OF CLOSING DOCUMENTS ⁷

A. LOAN DOCUMENTS

Second Amended and Restated Credit Agreement (the “ Credit Agreement ”) by and among Lifetime Brands, Inc., a Delaware corporation (the “ Company ”), the Foreign Subsidiary Borrowers from time to time parties thereto (collectively with the Company, the “ Borrowers ”), the other Loan Parties party thereto, the financial institutions from time to time parties thereto as Lenders (the “ Lenders ”) and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “ Administrative Agent ”), evidencing a revolving credit facility to the Borrowers from the Lenders in an initial aggregate principal amount of $175,000,000 and a term loan facility to the Company from the Term Lenders in an initial aggregate principal amount of $50,000,000.

SCHEDULES


Schedule 2.01	—	Commitments
*Schedule 2.07*	—	*Existing Letters of Credit*
*Schedule 3.05*	—	*Properties*
*Schedule 3.06*	—	*Disclosed Matters*
*Schedule 3.14*	—	*Insurance*
*Schedule 3.15*	—	*Capitalization and Subsidiaries*
*Schedule 6.01*	—	*Existing Indebtedness*
*Schedule 6.02*	—	*Existing Liens*
*Schedule 6.03*	—	*Fundamental Changes*
*Schedule 6.04*	—	*Existing Investments*
*Schedule 6.09*	—	*Transaction with Affiliates*
*Schedule 6.10*	—	*Existing Restrictions*

EXHIBITS


Exhibit A	—	Form of Assignment and Assumption
Exhibit B	—	Forms of Opinions of Loan Parties’ Counsels
Exhibit C	—	Form of Borrowing Base Certificate
Exhibit D	—	Form of Compliance Certificate
Exhibit E	—	Joinder Agreement

⁷	Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items appearing in bold and italics shall be prepared and/or provided by the Company and/or Company’s counsel.

Exhibit F


Exhibit F	—	List of Closing Documents
Exhibit G-1	—	Form of U.S. Tax Certificate Form of U.S. Tax Certificate (for Non-U.S. [Lenders][Participants] That Are Not Partnerships)
Exhibit G-2	—	Form of U.S. Tax Certificate (for Non-U.S.
		[Lenders][Participants] That Are Partnerships)
Exhibit H-1	—	Form of Borrowing Subsidiary Agreement
Exhibit H-2	—	Form of Borrowing Subsidiary Termination

2.	Notes executed by the initial Borrowers in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.11(f) of the Credit Agreement.

3.	Second Amended and Restated Pledge and Security Agreement, executed by the Domestic Loan Parties, *together with pledged instruments and allonges, stock certificates, stock powers executed in blank, pledge instructions and acknowledgments, as appropriate* .


*Exhibit A*	—	Type of Entity; Principal Place of Business or Chief Executive Office; FEIN; State Organization Number; Jurisdiction of Incorporation; Properties Leased by the Grantors; Properties Owned by the Grantors; Public Warehouses or Other Locations
*Exhibit B*	—	*Deposit Accounts; Lock Boxes; Securities Accounts*
*Exhibit C*	—	*Letter of Credit Rights; Chattel Paper*
*Exhibit D*	—	*Patents; Trademarks; Copyrights*
*Exhibit E*	—	*Title Documents*
*Exhibit F*	—	*Fixtures*
*Exhibit G*	—	*List of Pledged Collateral, Securities and other Investment Property*
*Exhibit H*	—	*UCC Financing Statement Filing Locations*
Exhibit I	—	Form of Amendment
*Exhibit J*	—	*Commercial Tort Claims*

B. UCC/INTELLECTUAL PROPERTY DOCUMENTS

4.	UCC, tax lien and name variation search reports naming each Loan Party from the appropriate offices in relevant jurisdictions.

5.	UCC financing statements naming each Loan Party as debtor and the Administrative Agent as secured party as filed with the appropriate offices in applicable jurisdictions.

6.	Intellectual property search reports under the name of each Loan Party in each of the U.S. Copyright Office and the U.S. Patent and Trademark Office.

7.	Supplemental Grant of Security Interest in United States Patents made by the Company in favor of the Administrative Agent for the benefit of the Secured Parties.


*Schedule A*		—		*Registered Patents; Patent Applications; Other Patents*

8.	Supplemental Grant of Security Interest in United States Trademarks made by the Company in favor of the Administrative Agent for the benefit of the Secured Parties.


*Schedule A*		—		*Registered Trademarks; Trademark and Service Mark Applications; Other Trademarks*

Exhibit F

9.	Supplemental Grant of Security Interest in United States Copyrights made by the Company in favor of the Administrative Agent for the benefit of the Secured Parties.


*Schedule A*		—		*Registered Copyrights; Copyright Applications; Other Copyrights*

C. CORPORATE DOCUMENTS

10.

Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the Certificate of Incorporation or other charter document of such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of State (or the equivalent thereof) of the jurisdiction of its organization, since the date of the certification thereof by such Secretary of State (or the equivalent thereof), (ii) the By-Laws or other applicable organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement.

11.	Good Standing Certificate (or analogous documentation if applicable) for each Loan Party from the Secretary of State (or the equivalent thereof) of the jurisdiction of its organization, to the extent generally available in such jurisdiction.

D. OPINIONS

12.	*Opinion of Nixon Peabody LLP, U.S. counsel for the Loan Parties.*

13.	*Opinion of Gateley LLP, English counsel for the Loan Parties.*

E. CLOSING CERTIFICATE AND MISCELLANEOUS

14.

A certificate signed by the chief financial officer of the Company, dated as of the Effective Date: (i) stating that no Default has occurred and is continuing; (ii) stating that the representations and warranties contained in Article III of the Credit Agreement are true and correct as of such date, (iii) certifying any other factual matters as may be reasonably requested by the Administrative Agent and (iv) stating that, after giving effect to the Transactions, the Loan Parties, taken as a whole, are solvent and will be solvent subsequent to incurring the Indebtedness in connection with the Transactions.

15.

Payoff documentation providing evidence satisfactory to the Administrative Agent that the credit facility evidenced by the Second Lien Credit Agreement has been terminated and cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder have been terminated.

16.	Intercreditor Termination Agreement.

Exhibit F

EXHIBIT G-1

[FORM OF]

U.S. TAX CERTIFICATE

(For Non-U.S. [Lenders][Participants] ¹ That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of January 13, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Lifetime Brands, Inc., the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties party thereto, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the [Loan(s) (as well as any Note(s) evidencing such Loan(s))][participation] in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished [the Administrative Agent and the Borrower Representative][its participating Lender] with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform [the Borrower Representative and the Administrative Agent][such Lender] and (2) the undersigned shall have at all times furnished [the Borrower Representative and the Administrative Agent][such Lender] with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER OR PARTICIPANT]

By:
		Name:
		Title:
Date: , 20[ ]

¹	This form can be used for Lenders or Participants. Select the appropriate bracketed phrases.

Exhibit G

EXHIBIT G-2

[FORM OF]

U.S. TAX CERTIFICATE

(For Non-U.S. [Lenders][Participants] ¹ That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the [Loan(s) (as well as any Note(s) evidencing such Loan(s))][participation] in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such [Loan(s) (as well as any Note(s) evidencing such Loan(s))][participation], (iii) with respect to [the extension of credit pursuant to this Credit Agreement][participation], neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished [the Administrative Agent and the Borrower Representative][its participating Lender] with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform [the Borrower Representative and the Administrative Agent][such Lender] and (2) the undersigned shall have at all times furnished [the Borrower Representative and the Administrative Agent][such Lender] with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER OR PARTICIPANT]

By:
		Name:
		Title:
Date: , 20[ ]

¹	This form can be used for Lenders and Participants. Select the appropriate bracketed phrases.

Exhibit G

EXHIBIT H-1

[FORM OF]

BORROWING SUBSIDIARY AGREEMENT

BORROWING SUBSIDIARY AGREEMENT dated as of [ ], among Lifetime Brands, Inc., a Delaware corporation (the “ Company ”), [Name of Foreign Subsidiary Borrower], a [ ] (the “ New Borrowing Subsidiary ”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “ Administrative Agent ”).

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of January 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “ Borrowers ”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [ Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement on behalf of the New Subsidiary Borrower and sign this Borrowing Subsidiary Agreement and the other Loan Documents to which the New Borrowing Subsidiary is, or may from time to time become, a party: [ ]. ]

Each of the Company and the New Borrowing Subsidiary represents and warrants that (a) the representations and warranties of the Company in the Credit Agreement relating to the New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that date, and (b) the execution, delivery and performance by the New Borrowing Subsidiary of the transactions contemplated under this Agreement and the use of any of the proceeds raised in connection with this Agreement will not contravene or conflict with, or otherwise constitute unlawful financial assistance under, Sections 677 to 683 (inclusive) of the United Kingdom Companies Act 2006 (as amended). [INSERT OTHER PROVISIONS REASONABLY REQUESTED BY ADMINISTRATIVE AGENT OR ITS COUNSELS]. The Company agrees that the Guarantee Obligations of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Exhibit H-1

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


LIFETIME BRANDS, INC.

By:
		Name:
		Title:

[NAME OF NEW BORROWING SUBSIDIARY]

By:
		Name:
		Title:

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:
		Name:
		Title:

Exhibit H-1

EXHIBIT H-2

[FORM OF]

BORROWING SUBSIDIARY TERMINATION

JPMorgan Chase Bank, N.A. as

Administrative Agent

for the Lenders referred to below

270 Park Avenue

New York, NY 10017

Attention: Robert A. Kaulius

[Date]

Ladies and Gentlemen:

The undersigned, Lifetime Brands, Inc. (the “ Company ”), refers to the Second Amended and Restated Credit Agreement, dated as of January 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Company hereby terminates the status of [ ] (the “ Terminated Borrowing Subsidiary ”) as a Foreign Subsidiary Borrower under the Credit Agreement. [The Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement have been paid in full on or prior to the date hereof.] [The Company acknowledges that the Terminated Borrowing Subsidiary shall continue to be a Borrower until such time as all Loans made to the Terminated Borrowing Subsidiary shall have been prepaid, any outstanding Letters of Credit have been cash collateralized in an amount and on terms reasonably satisfactory to the Administrative Agent, and all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement shall have been paid in full, provided that the Terminated Borrowing Subsidiary shall not have the right to make further Borrowings under the Credit Agreement.]

[Signature Page Follows]

Exhibit H-2

This instrument shall be construed in accordance with and governed by the laws of the State of New York.


Very truly yours,

LIFETIME BRANDS, INC.

By:
Name:
Title:

Exhibit H-2