Coleman Cable SC TOT Third party tender offer statement | SEC 6 Jan 14

Exhibit (b)(1)

EXECUTION VERSION


BANK OF	WELLS FARGO	BMO CAPITAL	MACQUARIE
AMERICA, N.A.	BANK, NATIONAL	MARKETS	CAPITAL (USA) INC.
MERRILL LYNCH,	ASSOCIATION	BANK OF	MIHI LLC
PIERCE, FENNER &	WELLS FARGO	MONTREAL	125 West 55th Street
SMITH	SECURITIES, LLC	115 South LaSalle	New York, NY 10019
INCORPORATED	Duke Energy Center	Street
One Bryant Park	550 South Tryon, 6th	Chicago, IL 60603
New York, NY 10036	Floor
	MAC D1086-051
	Charlotte, North
	Carolina 28202

CONFIDENTIAL

December 20, 2013

Southwire Company (“Southwire” or “you”)

1 Southwire Drive

Carrollton, GA 30119

Attn: Stuart Thorn, President and CEO

Project Cubs

Commitment Letter

Ladies and Gentlemen:

You have advised each of Bank of America, N.A. (“BofA”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S” and together with BofA, “BofAML”), Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC (“Wells Fargo Securities” and together with Wells Fargo Bank, “Wells Fargo”), Bank of Montreal (“BMO”), Macquarie Capital (USA) Inc. (“Macquarie Capital”) and MIHI LLC (“MIHI” and, together with Macquarie Capital, “Macquarie” and together with BofAML, Wells Fargo and BMO, the “Commitment Parties”, “we” or “us”) that Southwire intends to acquire, directly or indirectly, all of the outstanding shares of capital stock of the company previously identified to us by you as “Cubs” (the “Company”) by means of the purchase of a majority of the shares of the Company pursuant to a cash tender offer, a subsequent issuance of additional shares by the Company to you (if necessary) and the subsequent consummation of a short-form merger (or, if necessary, a long-form merger approved by the shareholders of the Company) (such acquisition of all of the outstanding capital stock of the Company, the “Acquisition”). You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description and in the Summaries of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Loan Term Sheet”), Exhibit C (the “ABL Term Sheet” and together with the Term Loan Term Sheet, the “Term Sheets” and together with this commitment letter, the Transaction Description and the Summary of Additional Conditions attached hereto as Exhibit D, collectively, the “Commitment Letter”).

In connection with the foregoing, (a) each of BofAML, BMO, Wells Fargo and Macquarie, is pleased to advise you of its several and not joint commitment to provide 30%, 30%, 30% and 10%, respectively, of the Term Loan Facility and (b) each of Wells Fargo, BMO, BofAML and Macquarie, is pleased to advise you of its several and not joint commitment to provide 30%, 30%, 30% and 10%, respectively, of the ABL Facility, in each case subject only to the satisfaction or waiver of the applicable

conditions set forth in the sections entitled “Conditions Precedent to Initial Borrowing” in Exhibit B and Exhibit C hereto (limited on the Closing Date (as defined below) as indicated therein) and in Exhibit D hereto. BofAML, Wells Fargo, BMO and Macquarie are referred to herein as the “Initial Lenders”.

It is agreed that (i) each of (a) MLPF&S, BMO, acting under its trade name, BMO Capital Markets (“BMOCM”), Wells Fargo Securities and Macquarie will act as a lead arranger and joint bookrunner for the Term Loan Facility (in such capacity, the “Term Loan Lead Arrangers”) and (b) MLPF&S and BMOCM will act as joint physical bookrunners for the Term Loan Facility; (ii) each of (a) Wells Fargo Bank, BMOCM, MLPF&S and Macquarie will act as a lead arranger and joint bookrunner for the ABL Facility (in such capacity, the “ABL Lead Arrangers” and together with the Term Loan Lead Arrangers, collectively, the “Lead Arrangers”) and (b) Wells Fargo Bank and BMOCM will act as joint physical bookrunners for the ABL Facility; (iii) BofA will act as sole and exclusive administrative agent and collateral agent for the Term Loan Facility (in such capacity, the “Term Loan Administrative Agent”); and (iii) Wells Fargo Bank, will act as sole and exclusive administrative agent and collateral agent for the ABL Facility (in such capacity, the “ABL Administrative Agent” and, together with the Term Loan Administrative Agent, the “Administrative Agents”). It is further agreed that, notwithstanding anything to the contrary contained herein, (i) BofAML shall have “left” placement in any and all marketing materials or other documentation used in connection with the Term Loan Facility, (ii) BMO shall have placement immediately to the right of BofAML in any and all marketing materials or other documentation used in connection with the Term Loan Facility, (iii) Wells Fargo Securities will have placement immediately to the right of BMO in any and all marketing materials or other documentation used in connection with the Term Loan Facility, (iv) Macquarie will have placement immediately to the right of Wells Fargo Securities in any and all marketing materials or other documentation used in connection with the Term Loan Facility, (v) Wells Fargo Bank shall have “left” placement in any and all marketing materials or other documentation used in connection with the ABL Facility, (vi) BMO shall have placement immediately to the right of Wells Fargo Bank in any and all marketing materials or other documentation used in connection with the ABL Facility, (vii) BofAML will have placement immediately to the right of BMO in any and all marketing materials or other documentation used in connection with the ABL Facility and (viii) Macquarie will have placement immediately to the right of BofAML in any and all marketing materials or other documentation used in connection with the ABL Facility. Within 15 business days of the date hereof you may appoint additional joint lead arrangers, joint bookrunners agents, co-agents or co-managers (any such arranger, bookrunner, agent, co-agent or co-manager, an “Additional Commitment Party”) or confer other titles in respect of any Facility in a manner (provided that such appointments are made ratably across the Facilities) and with economics determined by you (provided that (i) the economics shall be in proportion to the commitments assumed and (ii) the Initial Lenders on the date hereof shall have not less than 85% of the total economics for the Facilities on the Closing Date) (it being understood that, to the extent you appoint Additional Commitment Parties or confer other titles in respect of the Facilities, the economics allocated to, and the amount of the commitments of, the Commitment Parties in respect of the Facilities will be reduced ratably by the economics allocated to and the amount of the commitments of such appointed entities upon the execution by such financial institution of customary joinder documentation and, thereafter, each such financial institution shall constitute a “Commitment Party” and “Initial Lender” hereunder and under the Fee Letter). No compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender in order to obtain its commitment to participate in the Facilities unless you and the Commitment Parties shall so agree.

The Lead Arrangers reserve the right, prior to or after the execution of the Facilities Documentation (as defined in Exhibit B), which we agree will be initially drafted by your counsel, to syndicate all or a portion of the Initial Lenders’ commitments hereunder to a group of banks, financial institutions and other institutional lenders identified by the Lead Arrangers in consultation with you and reasonably acceptable to them and you with respect to the identity of such lenders (your consent not to be

[Commitment Letter]

unreasonably withheld or delayed, it being understood and agreed that the potential ABL Lenders previously disclosed to you by the ABL Lead Arrangers are reasonably acceptable to you) including, without limitation, any relationship lenders designated by you and reasonably acceptable to the Lead Arrangers (such banks, financial institutions and other institutional lenders, together with the Initial Lenders, the “Lenders”); provided that, notwithstanding each Lead Arranger’s right to syndicate the Facilities and receive commitments with respect thereto (but subject to the fifth paragraph of this Commitment Letter), it is agreed that (i) syndication of, or receipt of commitments or participations in respect of, all or any portion of the Initial Lenders’ commitments hereunder prior to the date of the consummation of the Acquisition and the date of the initial funding under the Facilities (the date of such funding, the “Closing Date”) shall not be a condition to the Initial Lenders’ commitments; (ii) except as provided above with respect to appointment of Additional Commitment Parties, the Initial Lenders shall not be relieved, released or novated from its obligations hereunder (including their obligation to fund the Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Facilities, including their commitments in respect thereof, until after the initial funding of the Facilities has occurred; (iii) no assignment or novation shall become effective with respect to all or any portion of the Initial Lenders’ commitments in respect of the Facilities until after the initial funding of the Facilities; (iv) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred; and (v) we will not syndicate our commitments to certain banks, financial institutions and other institutional lenders and investors (a) that have been separately identified in writing by you to us prior to the date of this Commitment Letter (or, if after such date, that are reasonably acceptable to the Lead Arrangers holding a majority of the aggregate amount of outstanding financing commitments in respect of the Facilities on the date hereof (the “Majority Lead Arrangers”)), (b) those persons who are competitors of Southwire and its subsidiaries and/or of the Company and its subsidiaries that are separately identified in writing by you to us from time to time, and (c) in the case of each of clauses (a) and (b), any of their affiliates (other than any such affiliate that is affiliated with a financial investor in such person and that is not itself an operating company or otherwise an affiliate of an operating company so long as such affiliate is a bona fide debt fund) that are either (x) identified in writing by you from time to time or (y) clearly identifiable on the basis of such affiliate’s name (clauses (a), (b) and (c) above, collectively “Disqualified Lenders”).

Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments or participations in respect of, the Facilities and in no event shall the commencement or successful completion of syndication of the Facilities constitute a condition to the availability of the Facilities on the Closing Date. The Lead Arrangers intend to commence syndication efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). You agree actively to assist the Lead Arrangers, until the earlier to occur of (i) a Term Loan Successful Syndication and an ABL Successful Syndication (each as defined in the Fee Letter) and (ii) 60 days after the Closing Date (such earlier date, the “Syndication Date”), in completing a timely syndication that is reasonably satisfactory to them and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and, to the extent not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, the Company, (b) direct contact between senior management, representatives and advisors of you, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts, to the extent not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, to ensure such contact between senior management, representatives and advisors of the Company, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times and places mutually

[Commitment Letter]

agreed upon, (c) your assistance, and your using commercially reasonable efforts to cause the Company to assist, to the extent not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, in the preparation of customary confidential information memoranda for the Facilities (any such memorandum, a “Confidential Information Memorandum”) and other marketing materials to be used in connection with the syndications, by using commercially reasonable efforts to provide information and other customary materials reasonably requested in connection with such Confidential Information Memorandum no less than 20 consecutive business days prior to the Closing Date; provided that such 20 consecutive business day period shall begin on or after January 13, 2014, (d) your assistance, and your using commercially reasonable efforts to cause the Company to assist, in the preparation of the Borrower Model (including projected cash flows of the Borrower after giving effect to the Transactions) and the delivery thereof to the Lead Arrangers prior to the launch of general syndication, (e) using your commercially reasonable efforts to procure a corporate credit rating and a corporate family rating in respect of the Borrower from Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), respectively, and ratings for the Term Loan Facility from each of S&P and Moody’s, in each case, prior to the launch of general syndication, (f) the hosting, with the Lead Arrangers, of (i) no more than two general meetings of and (ii) a reasonable number of conference calls with prospective Lenders at times and locations to be mutually agreed upon and (g) your ensuring (and with respect to the Company and its subsidiaries, your using commercially reasonable efforts to ensure) that there shall be no competing issues of debt securities or commercial bank or other credit facilities of the Borrower, Company or any of their subsidiaries being offered, placed or arranged (other than (x) the Facilities and (y) any indebtedness of the Company and its subsidiaries permitted to remain outstanding on the Closing Date pursuant to the Acquisition Agreement) if such debt securities or commercial bank or other credit facilities would, in the reasonable judgment of the Lead Arrangers, materially impair the primary syndication of the Facilities (it is understood and agreed that any ordinary course working capital facilities and ordinary course capital lease, purchase money and equipment financings will not be deemed to materially impair the primary syndication of the Facilities). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, neither the obtaining of the ratings referenced above nor the compliance with any of the other provisions set forth in clauses (a) through (g) above or any other provision of this paragraph shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date or at any time thereafter.

The Lead Arrangers, in their capacities as such, will, in consultation with you, manage all aspects of any syndication of the Facilities, including (subject to the second preceding paragraph) decisions as to the selection of institutions reasonably acceptable to you to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights and rights of appointment set forth in the third preceding paragraph), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts, to the extent not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, to cause the Company to provide) to the Lead Arrangers all customary information with respect to you and the Company and each of your and its respective subsidiaries and the Transactions, including all financial information and projections (including financial estimates, budgets, forecasts and other forward-looking information, the “Projections”), as the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the Facilities. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation binding upon you or any of your subsidiaries or affiliates or upon the Company or any of its respective subsidiaries or affiliates; provided that it being understood and agreed that nothing in this sentence shall affect the representations, warranties, covenant and closing deliverables set forth in this Commitment Letter. Notwithstanding anything herein to the contrary, the only historical financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraphs 5 and 6 of Exhibit D.

[Commitment Letter]

You hereby represent and warrant that (to the best of your knowledge, in the case of information regarding the Company or any of its subsidiaries) (a) all written information and written data (such information and data, other than (i) the Projections and (ii) information of a general economic or industry specific nature, the “Information”) that has been or will be made available to the Commitment Parties by or on behalf of you or any of your representatives, taken as a whole, is or will be, when furnished, true and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time) and (b) the Projections that have been or will be made available to the Commitment Parties, any Lender or potential Lender by or on behalf of you or any of your representatives have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time made and at the time the related Projections are so furnished to the Commitment Parties, it being understood that the Projections are as to future events and are not to be viewed as facts, that the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that if, at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be (in the case of information regarding the Company or any of its subsidiaries, to the best of your knowledge) incorrect in any material respect if the Information and Projections were being furnished, and such representations and warranties were being made, at such time, then you will use commercially reasonable efforts to promptly supplement the Information and the Projections so that (to the best of your knowledge, in the case of information regarding the Company or any of its subsidiaries) such representations and warranties will be correct in all material respects under those circumstances. In arranging and syndicating the Facilities, the Commitment Parties will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

You hereby acknowledge that (a) the Lead Arrangers will make available Information and Projections to the proposed syndicate of Lenders by posting such Information and Projections on IntraLinks, SyndTrak Online, Debtdomain or similar electronic means and you acknowledge that none of the Initial Lenders nor any of their respective affiliates will be responsible or liable to you or any other person for damages arising from use of information or other materials obtained through IntraLinks, SyndTrak Online, Debtdomain or similar electronic means, except to the extent caused by the Initial Lenders’ gross negligence or willful misconduct to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available, (ii) is not material with respect to you, the Company, your or its respective subsidiaries or the respective securities of any of the foregoing for purposes of United States federal and state securities laws or (iii) constitutes information of a type that would be publicly available if you, the Company, or your or its respective subsidiaries, were public reporting companies (as reasonably determined by you) (collectively, the “Public Side Information”; any information that is not Public Side Information, “Private Side Information”)) and who may be engaged in investment and other market-related activities with respect to you, the Company, any of your or its respective subsidiaries or the respective securities of any of the foregoing (each, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”).

If reasonably requested by the Lead Arrangers you will assist (and use commercially reasonable efforts to cause the Company to assist) us in preparing a customary additional version of the Confidential

[Commitment Letter]

Information Memorandum to be used in connection with the syndication of the Facilities that includes only Public Side Information with respect to you, the Company, your or its respective subsidiaries or the respective securities of any of the foregoing to be used by Public Siders. It is understood that in connection with your assistance described above, customary authorization letters will be included in any Confidential Information Memorandum that authorize the distribution of the Confidential Information Memorandum to prospective Lenders, that contain the representations set forth in the second preceding paragraph (which representations as to the Company, in the case of authorization letters to be delivered by the Company, shall not be qualified by knowledge) (and represent that the additional version of the Confidential Information Memorandum contains only Public Side Information with respect to you, the Company, your or its respective subsidiaries and the respective securities of any of the foregoing (other than as set forth in the following paragraph)) and that exculpate you, the Company and your and their respective subsidiaries and us and our affiliates with respect to any liability related to the use or misuse of the contents of the Confidential Information Memorandum or any related marketing material by the recipients thereof.

You agree to use commercially reasonable efforts to identify that portion of the Information that may be distributed to the Public Siders as “PUBLIC”. You agree that, subject to the confidentiality and other provisions of this Commitment Letter, the Lead Arrangers on your behalf may distribute the following documents to all prospective lenders in the form provided to you and to your counsel a reasonable time prior to their distribution, unless you or your counsel advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such material should only be distributed to Private Siders: (a) the Term Sheets, (b) interim and final drafts of the Facilities Documentation, (c) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (d) changes in the terms of the Facilities. If you advise us that any of the foregoing items should be distributed only to Private Siders, then the Lead Arrangers will not distribute such materials to Public Siders without your consent.

As consideration for the commitments of the Initial Lenders hereunder and for the agreement of the Lead Arrangers to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheets and in the Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”), if and to the extent payable. Once paid, such fees shall not be refundable under any circumstances, except as otherwise contemplated by the Fee Letter.

The commitments of the Initial Lenders hereunder to fund the Facilities on the Closing Date and the several agreements of the Lead Arrangers to perform the services described herein are subject solely to (a) the applicable conditions set forth in the sections entitled “Conditions Precedent to Initial Borrowing” in Exhibit B and Exhibit C hereto and (b) the applicable conditions set forth in Exhibit D hereto, and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the initial funding of the Facilities shall occur, it being understood that there are no conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter or the Facilities Documentation, other than those that are expressly stated in the sections entitled “Conditions Precedent to Initial Borrowing” in Exhibit B and Exhibit C hereto and in Exhibit D to be conditions to the initial funding under the Facilities on the Closing Date.

Notwithstanding anything to the contrary in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the making and accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) such of the representations and warranties made by the Company with respect to the Company and its subsidiaries in the Acquisition Agreement as are material to the interests

[Commitment Letter]

of the Lenders, but only to the extent that you (or one of your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Acquisition Agreement (to such extent, the “Company Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth in the sections entitled “Conditions Precedent to Initial Borrowing” in Exhibit B and Exhibit C hereto and in Exhibit D hereto are satisfied (or waived by the Commitment Parties) (provided that (x) to the extent any security interest in any Collateral (as defined in Exhibit B) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in the certificated equity securities of the Company and any other material wholly owned U.S. domestic subsidiaries of the Borrower and related stock powers to the extent constituting Collateral (provided that such certificated equity securities will be required to be delivered on the Closing Date only to the extent received from the Company after your use of commercially reasonable efforts to do so) and (2) in other assets with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed (but, in any event, not later than 90 days after the Closing Date or such longer period as may be agreed by the Term Loan Administrative Agent in its reasonable discretion (and the ABL Administrative Agent shall be deemed to have agreed to any such longer period agreed to by the Term Loan Administrative Agent)) and (y) without limitation of clause (x), with respect to guarantees and security to be provided by the Company and any restricted subsidiary of the Company that is required to become a Guarantor (as defined on Exhibit B), if such guarantees and security cannot be provided as a condition precedent solely because the directors or managers of the Company or such restricted subsidiaries have not authorized such guarantees and security and the election of new directors or managers to authorize such guarantees and security has not taken place prior to the funding of the Facilities (such guarantees and security, “Duly Authorized Guarantees and Security”), such election shall take place and such Duly Authorized Guarantees and Security shall be provided no later than 5:00 p.m., New York City time, on the Closing Date). For purposes hereof, “Specified Representations” means the representations and warranties made by the Borrower and the Guarantors to be set forth in the Facilities Documentation relating to the corporate or other organizational existence, power and authority, due authorization, execution, delivery and enforceability, in each case related to the borrowing under, guaranteeing under, granting of security interests in the Collateral under, and performance of, the Facilities Documentation; the incurrence of the loans and the provision of the Guarantees, in each case under the Facilities, and the granting of the security interests in the Collateral to secure the Facilities, not conflicting with constitutional documents; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (solvency to be defined in a manner consistent with the manner in which solvency is defined in the solvency certificate to be delivered pursuant to paragraph 9 of Exhibit D); status of the Facilities and the guarantees thereof as senior debt; creation, validity and perfection of security interests in the Collateral to be perfected on the Closing Date (subject to permitted liens and the foregoing provisions of this paragraph relating to Collateral); Federal Reserve margin regulations; the use of loan proceeds not violating the PATRIOT Act; OFAC, FCPA and other anti-terrorism laws; and the Investment Company Act. This paragraph, and the provisions herein, shall be referred to as the “Funding Conditions Provisions”. Without limiting the conditions precedent provided herein to funding the consummation of the Acquisition with the proceeds of the Facilities, the Lead Arrangers will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding of the Facilities in a manner consistent with the Acquisition Agreement.

[Commitment Letter]

You agree (a) to indemnify and hold harmless each of the Commitment Parties and their affiliates and the officers, directors, employees, agents, controlling persons, members, representatives and the successors and assigns of each of the foregoing (each an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and reasonable and documented out-of-pocket expenses, joint or several, to which any such Indemnified Person may become subject, to the extent arising out of or in connection with any claim, litigation, investigation or proceeding, actual or threatened, relating to this Commitment Letter (including the Term Sheets), the Fee Letter, the Transactions, the Facilities or any related transaction contemplated hereby or thereby (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto and whether such Proceeding is brought by you or any other person, and to reimburse each such Indemnified Person upon demand for any reasonable and documented out-of-pocket legal fees and expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all Indemnified Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by another firm of counsel for such affected Indemnified Person) or other reasonable and documented out-of-pocket fees and expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s and its affiliates and the officers, directors, employees, agents, controlling persons, members, representatives and the successors and assigns of each of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) in the case of a Proceeding initiated by the Borrower or one of its subsidiaries against the relevant Indemnified Person, a material breach of the obligations of such Indemnified Person (or any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) under this Commitment Letter, the Fee Letter or the Facilities Documentation (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any Proceeding not arising from any act or omission by you or any of your affiliates that is brought by an Indemnified Person against any other Indemnified Person (other than disputes involving claims against the Lead Arrangers or Administrative Agent in its capacity as such), and (b) to reimburse the Commitment Parties, Lead Arrangers, Administrative Agent and each Indemnified Person from time to time, upon presentation of a summary statement, for all reasonable and documented out-of-pocket expenses (including but not limited to expenses of the Commitment Parties’ due diligence investigation, consultants’ fees (to the extent any such consultant has been retained with your prior written consent (such consent not to be unreasonably withheld or delayed), including related to field examinations and inventory appraisals), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Lead Arrangers identified in the Term Sheets and of a single firm of local counsel to the Lead Arrangers in each appropriate jurisdiction (other than any allocated costs of in-house counsel) or otherwise retained with your consent (such consent not to be unreasonably withheld or delayed)), in each case incurred in connection with the Facilities and the preparation of this Commitment Letter, the Fee Letter, the Facilities Documentation and any security arrangements in connection therewith (collectively, the “Expenses”); provided that, except as set forth in the Fee Letter, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur.

Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person or any other party hereto shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks, SyndTrak Online or Debtdomain), except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person, such

[Commitment Letter]

other party or any of such Indemnified Person’s or other party’s and its affiliates or any of its or their officers, directors, employees, agents, controlling persons, members, representatives or the successors or assigns of each of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (ii) none of we, you, the Company, any subsidiaries or affiliates of the foregoing or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation; provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations set forth in the immediately preceding paragraph.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions herein.

You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person.

You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other persons in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither the Commitment Parties nor any of their respective affiliates will use confidential information obtained from you or the Company by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you in connection with the performance by them of services for other persons, and neither the Commitment Parties nor any of their affiliates will furnish any such information to other persons. You also acknowledge that neither the Commitment Parties nor any of their respective affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

As you know, the Commitment Parties and their affiliates are a full service securities firm engaged, either directly or through its affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Parties and their affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you, the Company, any of your or their respective subsidiaries and affiliates and other companies which may be the subject of the arrangements contemplated by this letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Parties and their affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other

[Commitment Letter]

parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Company, any of your or their respective subsidiaries and affiliates or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof.

The Commitment Parties and their affiliates may have economic interests that conflict with those of the Company and you. You agree that the Commitment Parties will act under this letter as independent contractors and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Parties and you and the Company, your and its respective shareholders or your and its respective affiliates. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Commitment Parties, on the one hand, and you and the Company, on the other, (ii) in connection therewith and with the process leading to such transaction the Commitment Parties are acting solely as a principal and not as agents or fiduciaries of you, the Company, your and its management, shareholders, creditors or any other person, (iii) the Commitment Parties have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Commitment Parties or any of their respective affiliates have advised or are currently advising you or the Company on other matters) except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) you have consulted your own legal, tax, accounting and financial advisors to the extent you deemed appropriate. You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. Please note that the Commitment Parties and their affiliates have not provided any legal, accounting, regulatory or tax advice. You agree that you will not claim that the Commitment Parties (in their capacity as such) or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to you or your affiliates, in connection with the transactions contemplated by this Commitment Letter or the process leading thereto.

You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto (other than, immediately prior to, on or after the Closing Date, by you to any other U.S. domestic entities established in connection with the Transactions and wholly-owned, directly or indirectly, immediately after giving effect to the Transactions by you, with your obligations and liabilities hereunder being assumed by such other entities upon the effectiveness of such assignment; provided, however, that notwithstanding any such assignment you shall not be released from your obligations hereunder in respect of syndication assistance, indemnification and the payment of expenses) without the prior written consent of each other party hereto (such consent not to be unreasonably withheld or delayed) (and any attempted assignment without such consent shall be null and void). This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein) and is not intended to create a fiduciary relationship among the parties hereto. Subject to the limitations otherwise set forth herein, each Commitment Party reserves the right to employ the services of its respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to such Commitment Party in such manner as such Commitment Parties and their affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions

[Commitment Letter]

governing the conduct of, such Commitment Party hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto) and the Fee Letter (i) are the only agreements that have been entered into among the parties hereto with respect to the Facilities and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Facilities and sets forth the entire understanding of the parties hereto with respect thereto.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the Facilities is subject only to the conditions precedent set forth in the sections entitled “Conditions Precedent to Initial Borrowing” in Exhibit B and Exhibit C hereto and in Exhibit D hereto and (ii) the Fee Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with respect to the subject matter set forth therein.

THIS COMMITMENT LETTER AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK;provided,however, that it is understood and agreed that (a) the interpretation of the definition of “Material Adverse Effect” (as referenced in Exhibit D hereto) (and whether or not such Material Adverse Effect has occurred), (b) the determination of the accuracy of any Company Representations and whether as a result of any inaccuracy thereof you (or your affiliates) has the right (taking into account any applicable cure provisions) to terminate your (or your affiliates’) obligations under the Acquisition Agreement or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case shall be governed by, and construed in accordance with, the laws of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Transactions or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b)

[Commitment Letter]

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 Commitment Letter, the Fee Letter, the Transactions or the transactions contemplated hereby in any such New York State court or in any such Federal court and (c) 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. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County located in the Borough of Manhattan.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letter and its terms or substance, or this Commitment Letter and its terms or substance or the activities of any Commitment Party pursuant hereto or to the Fee Letter, shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to you and your subsidiaries and affiliates and your and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons who are informed of the confidential nature thereof, on a confidential and need-to-know basis, (b) if the Commitment Parties consent to such proposed disclosure (such consent not to be unreasonably withheld or delayed) or (c) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case, you agree, to the extent practicable and not prohibited by applicable law, rule or regulation, to inform us promptly thereof);provided that (i) you may disclose this Commitment Letter (but not the Fee Letter) and the contents hereof to the Company and its officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents in any syndication or other marketing materials in connection with the Facilities (including any Confidential Information Memorandum and other customary marketing materials) or in connection with any public or regulatory filing requirement relating to the Transactions, (iii) you may disclose the Term Sheets and the other exhibits and annexes to the Commitment Letter and the contents thereof, to potential Lenders and their affiliates involved in the related commitments, to equity investors and to rating agencies in connection with obtaining ratings for the Borrower and the Facilities, (iv) you may disclose the aggregate fees contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities or in any public or regulatory filing requirement relating to the Transactions, (v) to the extent the amounts of fees, “flex” and other economic terms set forth therein have been redacted in a manner to be reasonably agreed upon, you may disclose the Fee Letter and the contents thereof to the Company and its officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis, (vi) you may disclose this Commitment Letter (but not the Fee Letter) in any tender offer or proxy relating to the Transactions and (vii) you may disclose the Fee Letter and the contents thereof to any prospective Additional Commitment Party and its officers, directors, employees, attorneys, accountants and advisors, in each case on a confidential and need to know basis. You agree that you will permit us to review and approve (such approval not to be unreasonably withheld or delayed) any reference to us or any of our affiliates in connection with the Facilities or the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release. The confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter and expire and shall be of no further effect after the second anniversary of the date hereof.

Each Commitment Party and its affiliates will use all non-public information provided to any of them or such affiliates by or on behalf of you hereunder or in connection with the Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and negotiating,

[Commitment Letter]

evaluating and consummating the transactions contemplated hereby and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge such information;provided that nothing herein shall prevent such Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process (in which case such Commitment Party agrees (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or any of its affiliates (in which case such Commitment Party agrees (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority) to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing to you, the Company or any of your or their respective subsidiaries or affiliates or related parties (including those set forth in this paragraph), (d) to the extent that such information is received by such Commitment Party from a third party that is not, to such Commitment Party’s knowledge, subject to confidentiality obligations owing to you, the Company or any of your or their respective subsidiaries or affiliates or related parties, (e) to the extent that such information was already in our possession prior to any duty or other undertaking of confidentiality or is independently developed by the Commitment Parties without the use of such information, (f) to such Commitment Party’s affiliates and to its and their respective officers, directors, partners, employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations of professional practice or who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (with each such Commitment Party, to the extent within its control, responsible for such person’s compliance with this paragraph), (g) to potential or prospective Lenders, hedge providers, participants or assignees and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower and its obligations under any Facility, in each case who agree (which agreement may be oral or pursuant to customary syndication practice) to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided that (i) the disclosure of any such information to any Lenders, hedge providers or prospective Lenders, hedge providers or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender, hedge provider or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such information and (ii) no such disclosure shall be made by such Commitment Party to any person that is at such time a Disqualified Lender, (h) for purposes of establishing a “due diligence” defense or enforcing its rights hereunder or under the Fee Letter or (i) to rating agencies in connection with obtaining ratings for the Borrower and the Facilities to the extent such rating agencies are subject to customary confidentiality obligations of professional practice or agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph). In the event that the Facilities are funded, the Commitment Parties’ and their affiliates, if any, obligations under this paragraph, shall terminate automatically and be superseded by the confidentiality provisions in the Facilities Documentation upon the initial funding thereunder to the extent that such provisions are binding on such Commitment Parties. Otherwise, the confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter and expire and shall be of no further effect after the second anniversary of the date hereof.

[Commitment Letter]

The syndication, reimbursement, compensation (if applicable in accordance with the terms hereof and the Fee Letter), indemnification, confidentiality, jurisdiction, governing law, absence of fiduciary relationship and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Commitment Parties’ commitments hereunder;provided that your obligations under this Commitment Letter, other than those relating to confidentiality and to the syndication of the Facilities, shall automatically terminate and be superseded by the corresponding provisions of the Facilities Documentation upon the initial funding thereunder, and you shall be automatically released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Initial Lenders’ commitments with respect to the Facilities (or portion thereof; provided that, if the Initial Lenders’ commitments under the Term Loan Facility are terminated in part, the aggregate amount of the Initial Lenders’ commitments under the Term Loan Facility shall not be less than $500,000,000) hereunder at any time subject to the provisions of the preceding sentence and subject to your surviving obligations as set forth herein and in the Fee Letter.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001, as amended from time to time, the “PATRIOT Act”), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrower and Guarantors in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each of us and each Lender.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Term Loan Administrative Agent on behalf of the Commitment Parties executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on December 20, 2013. The Initial Lenders’ commitments hereunder and the obligations and agreements of the Commitment Parties contained herein will expire at such time in the event that the Term Loan Administrative Agent has not received such executed counterparts in accordance with the immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter, this Commitment Letter and the commitments and undertakings of each of the Commitment Parties shall remain effective and available for you until the earliest to occur of (i) after execution of the Acquisition Agreement and prior to the consummation of the Transaction, the termination of the Acquisition Agreement by you (or your affiliates) or with your (or your affiliates’) written consent or otherwise in accordance with its terms (other than with respect to provisions therein that expressly survive termination), prior to closing of the Acquisition, (ii) the consummation of the Transaction with or without the funding of the Facilities and (iii) 11:59 p.m., New York City time, on June 23, 2014. Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of the Commitment Parties hereunder and the agreement of the Commitment Parties to provide the services described herein shall automatically terminate unless each of the Commitment Party shall, in its sole discretion, agree to an extension.

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[Commitment Letter]

The Commitment Parties are pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.


Very truly yours,

	BANK OF AMERICA, N.A.

	By:
		/s/ David B. Stith
		Name:	David B. Stith
		Title:	Managing Director

	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

	By:
		/s/ David B. Stith
		Name:	David B. Stith
		Title:	Managing Director

[Commitment Letter]


WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Lead Arranger, ABL Administrative Agent and a Commitment Party

By:
	/s/ Rob Griffin
	Name:	Rob Griffin
	Title:	Managing Director

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:
	/s/ William Nixon
	Name:	William Nixon
	Title:	Senior Vice President

WELLS FARGO SECURITIES, LLC

By:
	/s/ William A. Luther
	Name:	William A. Luther
	Title:	Managing Director

[Commitment Letter]


BANK OF MONTREAL

By:
	/s/ Katie Jones
	Name:	Katie Jones
	Title:	Managing Director

[Commitment Letter]


MIHI LLC

By:
	/s/ Kevin Smith
	Name:	Kevin Smith
	Title:	Authorized Signatory

By:
	/s/ Stephen Mehos
	Name:	Stephen Mehos
	Title:	Authorized Signatory

MACQUARIE CAPITAL (USA) INC.

By:
	/s/ Clark Ryan
	Name:	Clark Ryan
	Title:	Senior Vice President

By:
	/s/ Chris Striedter
	Name:	Chris Striedter
	Title:	Managing Director

[Commitment Letter]


Accepted and agreed to as of the date first above written:

	SOUTHWIRE COMPANY

	By:
		/s/ Stuart W. Thorn
		Name:	Stuart W. Thorn
		Title:	President and Chief Executive Officer

[Commitment Letter]


CONFIDENTIAL		EXHIBIT A

Project Cubs

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”) or in the Commitment Letter.

Southwire intends to acquire, directly or indirectly, the company previously identified to us by you as “Cubs” (the “Company”). In connection with the foregoing, it is intended that the following shall be consummated substantially contemporaneously:

Pursuant to the Agreement and Plan of Merger by and among Southwire, Cubs Acquisition Corporation and Coleman Cable, Inc., dated as of the date hereof (together with all exhibits, annexes and schedules thereto, collectively, as amended, the “Acquisition Agreement”), Southwire will acquire, directly or indirectly, all of the outstanding capital stock of the Company by means of the purchase of a majority of the shares of the Company pursuant to a cash tender offer, a subsequent issuance of additional shares by the Company to you (if necessary) and the subsequent consummation of a short-form merger (or, if necessary, a long-form merger approved by the shareholders of the Company) (such acquisition of all of the outstanding capital stock of the Company, the “Acquisition”). Pursuant to the Acquisition, the shareholders of the Company shall have the right to receive the proceeds of the Facilities and a portion of the cash on hand at Southwire and its subsidiaries (the “Acquisition Consideration”) on the Closing Date in accordance with the terms of the Acquisition Agreement.

Southwire will obtain (i) a $750.0 million senior secured term loan facility (plus any additional amounts specified in Exhibit B under the caption “Term Loan Facility”, the “Term Loan Facility”) and (ii) a $1.0 billion senior secured asset-based revolving credit facility (the “ABL Facility” and together with the Term Loan Facility, the “Facilities”).

All of the existing third party indebtedness for borrowed money of the Borrower and its subsidiaries and the Company and its subsidiaries (which may exclude certain limited indebtedness that may, pursuant to the terms of the Facilities Documentation, remain outstanding after the Closing Date) will be refinanced or repaid, all commitments with respect thereto shall be terminated and any security interests or guaranties in connection therewith will have been terminated or released or provision thereof shall have been made; provided that to the extent an irrevocable notice of redemption in respect of the Company’s 9.0% senior notes due 2018 (the “2018 Notes”) has been given on or prior to the Closing Date, the 2018 Notes may remain outstanding so long as an amount of cash sufficient to discharge the entire indebtedness (including principal, redemption premium, accrued interest to the redemption date and any expenses required to be paid under the indenture) under the 2018 Notes and the indenture with respect thereto has been irrevocably deposited on or prior to the Closing Date with the trustee for such notes in accordance with such indenture (the “Refinancing”).

The proceeds of the Facilities and a portion of the cash on hand at Southwire and its subsidiaries on the Closing Date will be applied (i) as described above to pay the Acquisition Consideration, (ii) to pay the fees and expenses incurred in connection with the Transactions (such fees and expenses, the “Transaction Costs”), (iii) to pay for the Refinancing and (iv) to fund cash to the balance sheet of Southwire and its subsidiaries (the amounts set forth in clauses (i), (ii), (iii) and (iv) above, collectively, the “Acquisition Funds”).

The transactions described above and the payment of related fees and expenses are collectively referred to herein as the “Transactions”.

[Transaction Description]


CONFIDENTIAL		EXHIBIT B

Project Cubs

$750.0 million Senior Secured Term Loan

Summary of Principal Terms and Conditions

All capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter to which this term sheet is attached, including Exhibit A thereto.


Borrower:		Southwire Company (the “Borrower”); provided that the Company may also be added as a co-borrower.

Transaction:		As set forth in Exhibit A to the Commitment Letter.

Term Loan Administrative Agent:		Bank of America, N.A. (“*BofA”) will act as sole and exclusive administrative agent and collateral agent (in such capacity, the “Term Loan Administrative Agent*”) in respect of the Term Loan Facility (as hereinafter defined) for a syndicate of banks, financial institutions and other institutional lenders reasonably acceptable to the Borrower and excluding any Disqualified Lenders and will perform the duties customarily associated with such roles.

Lead Arrangers and Joint Bookrunners:		Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of Montreal, acting under its trade name, BMO Capital Markets, Wells Fargo Securities, LLC and Macquarie Capital (USA) Inc. will each act as a lead arranger and joint bookrunner (together with any additional arranger and/or bookrunner appointed pursuant to the Commitment Letter, each in such capacity, a “*Lead Arranger*”) and will perform the duties customarily associated with such roles.

Other Agents:		The Borrower may designate additional financial institutions to act as syndication agent, documentation agent or co-documentation agent as provided in the Commitment Letter for the Term Loan Facility.

Term Loan Facility:		A senior secured Term Loan Facility in an aggregate principal amount of $750.0 million plus, at the Borrower’s election, an amount sufficient to fund any OID or upfront fees required to be funded in connection with the exercise of the “Term Market Flex Provisions” and/or the “ABL Market Flex Provisions” under the Fee Letter (the “*Term Loan Facility”; the loans thereunder, the “Term Loans”; the Lenders thereunder, the “Term Loan Lenders*”).

		The Term Loan Facility shall be available to the Borrower and shall be available to be drawn in U.S. Dollars.

Incremental Term Facilities:		The Term Loan Facility will permit the Borrower to add one or more incremental term loan facilities to the Term Loan Facility (each, an “*Incremental Term Facility” and collectively the “Incremental Term Facilities*”) in an aggregate principal amount of up to (a) $400 million plus (b) all voluntary prepayments of the Term Loan Facility prior to the date of any such incurrence plus (c) an additional amount if, after giving effect to the incurrence of such additional amount, any acquisition consummated in connection therewith and all other appropriate pro forma adjustments, the Secured Leverage Ratio (as defined below) is equal to or less than 3.00:1.00 (assuming that all such Incremental Term Facilities and any notes or other indebtedness issued in lieu thereof are secured by the Collateral on apari passu basis with the Term Loan

[Senior Secured Facilities Term Sheet]


		Facility, whether or not secured);provided that (i) no existing Lender will be required to participate in any Incremental Term Facilities or Incremental ABL Facilities, (ii) no event of default exists, or would exist after giving effect thereto (except in connection with permitted acquisitions or similar investments, where no payment or bankruptcy event of default will be the standard but subject to, if agreed to by the lenders providing such Incremental Facilities, customary “Sungard” or limited conditionality, as applicable), (iii) the final maturity date and the weighted average maturity of any such Incremental Term Facility shall not be earlier than, or shorter than, as the case may be, the maturity date or the weighted average life, as applicable, of the Term Loan Facility, (iv) the pricing, interest rate margins, discounts, premiums, rate floors, fees and amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder; (v) all representations and warranties shall be true and correct in all material respects immediately prior to, and after giving effect to, the incurrence of each such Incremental Term Facility, subject to, if agreed to by the lenders providing such Incremental Facilities, customary “Sungard” limitations; (vi) the Incremental Term Loans shall not be secured by assets other than Collateral and not guaranteed by persons other than Guarantors; (vii) each Incremental Term Facility shall be secured on a no more senior thanpari passu basis by the Collateral securing the Term Loan Facility and for purposes of prepayments, shall be treated no more favorably than the Term Loan Facility and (viii) any Incremental Term Facility shall be on terms and pursuant to documentation to be determined by the Borrower,provided that, to the extent such terms and documentation are not consistent with, in the case of an Incremental Term Facility, the Term Loan Facility (except to the extent permitted by clause (iii) to (vii) above), they shall be reasonably satisfactory to the Term Loan Administrative Agent (except for covenants or other provisions applicable only to the periods after the latest maturity date of the Term Loan Facility or any existing Incremental Term Facility existing at the time such Incremental Term Facility is incurred) (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Term Loan Administrative Agent or any Term Loan Lender to the extent that such financial maintenance covenant is also added for the benefit of the Term Loan Facility and any existing Incremental Term Facility).

		As used herein, the “*Secured Leverage Ratio*” means the ratio of total secured net debt for borrowed money, including capital leases and purchase money obligations (calculated net of unrestricted cash and cash equivalents other than the proceeds of any Incremental Term Facilities and/or Incremental ABL Facility to be drawn at such time) to trailing four-quarter EBITDA (as defined below).

		The Term Loan Facility will permit the Borrower to utilize availability under the Incremental Term Facilities amount to issue secured notes or junior lien secured indebtedness (in each case, subject to customary intercreditor terms to be mutually agreed and set forth in an exhibit to the Term Loan Facility Documentation (the “*Intercreditor Terms”)) or unsecured indebtedness, with the amount of such secured or unsecured indebtedness reducing the aggregate principal amount available for the Incremental Term Facilities;provided* that such secured or unsecured indebtedness (i) shall not have a shorter weighted average life than, loans under the Term Loan Facility and shall have a final maturity date which is no earlier than 91 days after the latest maturity date for then existing Term Loans, (ii) shall not be subject to any mandatory redemption or prepayment provisions or rights (except with respect to