SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

IMMUCOR, INC.

(Name of Subject Company)

IVD ACQUISITION CORPORATION

(Name of Filing Persons (Offeror))

a wholly owned indirect subsidiary of

IVD HOLDINGS INC.

(Name of Filing Persons (Parent of Offeror))

TPG PARTNERS VI, L.P.

(Name of Filing Persons (Other Person))

COMMON STOCK, $0.10 PAR VALUE PER SHARE

(Title of Class of Securities)

452526106

(CUSIP Number of Class of Securities)

IVD Holdings Inc.

IVD Acquisition Corporation

c/o TPG Capital, L.P.

345 California Street, Suite 3300

San Francisco, California 94104

Attention: Ronald Cami

(415) 743-1500

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

William M. Shields, Esq.

Jonathan M. Grandon, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, Massachusetts 02199

Phone: (617) 951-7000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,985,429,745.00	$230,508.39

* Calculated solely for purposes of determining the filing fee. The transaction valuation was calculated by multiplying the offer price of $27.00 per share of common stock of Immucor, Inc. (“Immucor”), par value $0.10 per share, (“Shares”) by 73,534,435 Shares, which, based on information provided by Immucor as of July 13, 2011, is the sum of (i) 70,741,281 Shares outstanding (including 243,479 restricted shares) and (ii) 2,793,154 Shares authorized and reserved for issuance (including Options to purchase 2,401,729 Shares and outstanding restricted stock units and performance share units with respect to 391,425 Shares).

** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2011, issued December 22, 2010, is calculated by multiplying the Transaction Valuation by .00011610.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing

Amount Previously Paid:	$230,508.39	Filing Party:	IVD Acquisition Corporation
Form or Registration No.:	Schedule TO	Date Filed:	July 15, 2011

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

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This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2011, as amended by Amendment No. 1 filed with the SEC on July 18, 2011, by Amendment No. 2 filed with the SEC on July 19, 2011, by Amendment No. 3 filed with the SEC on July 21, 2011 and by Amendment No. 4 filed with the SEC on July 25, 2011 (which, together with any subsequent amendments or supplements thereto, collectively constitutes this “Schedule TO”). This Schedule TO relates to the tender offer by IVD Acquisition Corporation, a Georgia corporation (“Purchaser”) and a wholly owned indirect subsidiary of IVD Holdings Inc., a Delaware corporation (“Parent”), which is controlled by TPG Partners VI, L.P., a Delaware limited partnership (“Sponsor”), for all of the outstanding shares of common stock, par value $0.10 per share (“Shares”), of Immucor, Inc., a Georgia corporation (“Immucor”), at a price of $27.00 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated July 15, 2011 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

This Amendment No. 5 is being filed to amend and supplement Items 1 through 9, 11 and 12 as reflected below.

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Items 1 through 9 and Item 11.

The information set forth in “Section 7. Certain Information Concerning Immucor” of the Offer to Purchase is hereby amended and supplemented by adding the following sentences to the end of the fourth paragraph under the subheading “Financial Projections”:

“A reconciliation of EBIT and EBITDA to the most directly comparable GAAP measure (Net Income), prepared by Immucor management, is provided below. Notwithstanding anything to the contrary herein, such reconciliation was not made available to Parent, Purchaser and Sponsor in connection with their due diligence review of Immucor and was provided to Parent, Purchaser and Sponsor after commencement of the Offer.”

The information set forth in “Section 7. Certain Information Concerning Immucor” of the Offer to Purchase is hereby amended and supplemented by adding the following table immediately following the table titled “Consolidated Financial Statement Information” under the subheading “Financial Projections”:

Non-GAAP to GAAP Reconciliation

	FY2012E			FY2013E			FY2014E			FY2015E			FY2016E
	(in millions)
Net Income	$	83.8		$	91.1		$	102.9		$	116.4		$	126.6
Taxes		45.0			48.8			55.2			62.4			67.9
Income Before Taxes		128.8			139.9			158.1			178.8			194.6
Interest Income		(0.8	)		(1.8	)		(6.5	)		(15.6	)		(18.7	)
EBIT		128.0			138.1			151.6			163.2			175.9
Depreciation and Amortization		19.1			21.0			23.0			25.0			27.1
EBITDA		147.1			159.1			174.6			188.2			203.0

The information set forth in “Section 9. Source and Amount of Funds” of the Offer to Purchase is hereby amended and supplemented by adding the following paragraph as the fourth paragraph under the subheading “Equity Financing”:

“This summary of the Equity Commitment Letter and the Limited Guaranty does not purport to be complete and is qualified in its entirety by reference to the Equity Commitment Letter and the Limited Guaranty, respectively, copies of which are filed as Exhibit (b)(1) to the Schedule TO filed with the SEC and Exhibit (b)(2) to the Schedule TO filed with the SEC, respectively, which are incorporated by reference herein.”

The information set forth in “Section 9. Source and Amount of Funds” of the Offer to Purchase is hereby amended and supplemented by adding the following paragraph as the eleventh paragraph under the subheading “Debt Financing”:

“This summary of the Debt Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Debt Commitment Letter, dated as of July 18, 2011, from Citi, JPMCB, JPMS, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., and Royal Bank of Canada to Purchaser (the “Amended and Restated Debt Commitment Letter”), a copy of which is filed as Exhibit (b)(3) to the Schedule TO filed with the SEC, which is incorporated by reference herein. The Amended and Restated Debt Commitment Letter amended the original Debt Commitment Letter to add additional Debt Commitment Parties.”

The information set forth in “Section 11. The Merger Agreement; Other Agreements” of the Offer to Purchase is hereby amended and supplemented by replacing the first paragraph under the subheading “Merger Agreement — Representations and Warranties” with the following paragraph:

“The Merger Agreement contains various representations and warranties made by Immucor to Parent and Purchaser and representations and warranties made by Parent and Purchaser to Immucor. The assertions embodied in the representations and warranties contained in the Merger Agreement were made as of specific dates, were the product of negotiations among Immucor, Parent and Purchaser, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement, including in a confidential disclosure letter that the parties exchanged in connection with the signing of the Merger Agreement. This confidential disclosure letter contains information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between Immucor, Parent and Purchaser, rather than establishing matters of fact. Furthermore, the representations and warranties may be subject to standards of materiality applicable to Immucor, Parent and Purchaser that may be different from those which are applicable to Immucor’s shareholders. Additionally, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about Immucor, Parent or Purchaser, and should not be relied upon as disclosure about Immucor, Parent or Purchaser without consideration of the foregoing in this paragraph and the entirety of public disclosure of Immucor, Parent or Purchaser as set forth in their respective public reports filed with the SEC.”

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The information set forth in “Section 11. The Merger Agreement; Other Agreements” of the Offer to Purchase is hereby amended and supplemented by adding the following paragraph as the fifth paragraph under the subheading “Guaranty”:

“This summary of the Guaranty does not purport to be complete and is qualified in its entirety by reference to the Guaranty, a copy of which is filed as Exhibit (b)(2) to the Schedule TO filed with the SEC, which is incorporated by reference herein.”

The information set forth in “Section 12. Purpose of the Offer; Plans for Immucor” of the Offer to Purchase is hereby amended and supplemented by replacing the paragraph under the subheading “Short-Form Merger” with the following paragraph:

“The GBCC provides that if a parent company owns at least 90% of the outstanding shares of each class of stock of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the other shareholders of the subsidiary. Accordingly, if, as a result of the Offer, the Top-Up Option or otherwise, Purchaser directly or indirectly owns at least 90% of the Shares, Parent and Purchaser intend to effect the Merger without prior notice to, or any action by, any other shareholder of Immucor if permitted to do so under the GBCC (the “Short-Form Merger”).”

The information set forth in “Section 15. Certain Conditions of the Offer” of the Offer to Purchase is hereby amended and supplemented by replacing the second paragraph in the Section with the following paragraph:

“The foregoing conditions are in addition to, and not a limitation of, the rights and obligations of Parent and Purchaser to extend, terminate or modify the Offer pursuant to the terms and conditions of the Merger Agreement. Such rights and obligations to extend, terminate or modify the Offer pursuant to the terms and conditions of the Merger Agreement are described above under Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — The Offer.””

The information set forth in “Section 16. Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by adding the following paragraphs as the sixth and seventh paragraphs under the subheading “Legal Proceedings”:

“On July 25, 2011, a sixth putative class action challenging the proposed transaction was filed by a purported shareholder of Immucor. This is the fourth case filed in the Superior Court of Fulton County for the State of Georgia, and is captioned as Irene Dixon v. Immucor, Inc., et al., Civil Action No. 2011CV203567. The action is brought on behalf of public shareholders of Immucor and names as defendants Immucor, the individual directors of Immucor, Parent, Purchaser and the Sponsor. The action asserts claims for breaches of fiduciary duties against the Immucor board of directors in connection with the proposed transaction, and a claim for aiding and abetting the purported breaches of fiduciary duties against the TPG defendants. The plaintiff seeks, among other things, a declaration that the action is maintainable as a class action, preliminary and permanent relief, including injunctive relief enjoining the consummation of the proposed transaction, rescission of the proposed transaction to the extent it is consummated prior to the entry of a final judgment, and costs, expenses and disbursements of the action.

On July 25, 2011, the plaintiff in one of the previously-filed actions in the Superior Court of Fulton County, Allan Pillay v. Immucor, Inc., et al., Civil Action No. 2011CV203339, filed a Motion to Dismiss Without Prejudice, which must be approved by the court. The plaintiff did not provide a reason for filing the Motion to Dismiss Without Prejudice.”

Item 12. Exhibits.

Regulation M-A Item 1016

Item 12 of this Schedule TO is hereby amended and supplemented by adding Exhibits (a)(5)(F), (b)(1), (b)(2), and (b)(3) thereto as follows:

Exhibit No.		Description
	(a)(5)(F)	Complaint filed by Irene Dixon, on behalf of herself and all others similarly situated, on July 25, 2011, in the Superior Court of Fulton County, State of Georgia.
	(b)(1)	Equity Commitment Letter, dated as of July 2, 2011, from TPG Partners VI, L.P. to IVD Holdings, Inc.
	(b)(2)	Limited Guaranty, dated as of July 2, 2011, by TPG Partners VI, L.P. in favor of Immucor, Inc.
	(b)(3)	Amended and Restated Commitment Letter, dated as of July 18, 2011, from Citigroup Global Markets Inc., JP Morgan Chase Bank, N.A., J.P. Morgan Securities LLC, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and Royal Bank of Canada to IVD Acquisition Corporation.

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SIGNATURES

After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 28, 2011

IVD ACQUISITION CORPORATION
By:	/s/ Ronald Cami
	Name: Ronald Cami
	Title: President
IVD HOLDINGS INC.
By:	/s/ Ronald Cami
	Name: Ronald Cami
	Title: President
TPG PARTNERS VI, L.P.
	BY: TPG GENPAR VI, L.P.,
	ITS GENERAL PARTNER
	BY: TPG GENPAR VI ADVISORS, LLC,
	ITS GENERAL PARTNER
By:	/s/ Ronald Cami
	Name: Ronald Cami
	Title: Vice President

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Exhibit No.		Description
	(a)(1)(A)	Offer to Purchase, dated July 15 2011.*
	(a)(1)(B)	Letter of Transmittal.*
	(a)(1)(C)	Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(D)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(E)	Summary Advertisement as published in the Wall Street Journal on July 15, 2011.*
	(a)(1)(F)	Press Release issued by Immucor, Inc. on July 5, 2011 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Immucor, Inc. with the Securities and Exchange Commission on July 5, 2011).*
	(a)(1)(G)	Joint Press Release issued by Immucor, Inc. and IVD Acquisition Corporation on July 15, 2011.*
	(a)(5)(A)	Complaint filed by Hilary Kramer, on behalf of herself and all others similarly situated, on July 12, 2011, in the Superior Court of Fulton County, State of Georgia.*
	(a)(5)(B)	Complaint filed by Babette C. Schorsch, on behalf of herself and all others similarly situated, on July 15, 2011, in the Superior Court of Gwinnett County, State of Georgia.**
	(a)(5)(C)	Complaint filed by Allan Pillay, on behalf of himself and all others similarly situated, on July 18, 2011, in the Superior Court of Fulton County, State of Georgia.***
	(a)(5)(D)	Complaint filed by Larry Macintyre, on behalf of himself and all others similarly situated, on July 19, 2011, in the Superior Court of Fulton County, State of Georgia.****
	(a)(5)(E)	Complaint filed by Gilbert Rosenthal, on behalf of himself and all others similarly situated, on July 21, 2011, in the Superior Court of Gwinnett County, State of Georgia.*****
	(a)(5)(F)	Complaint filed by Irene Dixon, on behalf of herself and all others similarly situated, on July 25, 2011, in the Superior Court of Fulton County, State of Georgia.
	(b)(1)	Equity Commitment Letter, dated as of July 2, 2011, from TPG Partners VI, L.P. to IVD Holdings, Inc.
	(b)(2)	Limited Guaranty, dated as of July 2, 2011, by TPG Partners VI, L.P. in favor of Immucor, Inc.
	(b)(3)	Amended and Restated Commitment Letter, dated as of July 18, 2011, from Citigroup Global Markets Inc., JP Morgan Chase Bank, N.A., J.P. Morgan Securities LLC, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and Royal Bank of Canada to IVD Acquisition Corporation.
	(d)(1)	Agreement and Plan of Merger, dated as of July 2, 2011, by and among IVD Holdings Inc., IVD Acquisition Corporation and Immucor, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Immucor, Inc. with the Securities and Exchange Commission on July 5, 2011).*
	(d)(2)	Confidentiality Agreement, dated May 27, 2011, between Immucor, Inc. and TPG Capital, L.P.*
	(g)	None.
	(h)	None.

* Previously filed with the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 15, 2011.

** Previously filed with Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 18, 2011.

*** Previously filed with Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 19, 2011.

**** Previously filed with Amendment No. 3 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 21, 2011.

***** Previously filed with Amendment No. 4 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 25, 2011.

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EX-99.(A)(5)(F)

Exhibit (a)(5)(F)

IN THE SUPERIOR COURT OF FULTON COUNTY

STATE OF GEORGIA

IRENE DIXON, On Behalf of Herself and All Others	)
Similarly Situated.	)
	)
Plaintiff,	)	C.A. No.
	)
v.	)	2011CV203567
	)
IMMUCOR, INC., JAMES F. CLOUSER. JOSHUA H.	)
LEVINE, PAUL V. HOLLAND, M.D., RONNY B.	)
LANCASTER, PAUL D. MINTZ, M.D., G. MASON	)
MORFIT, CHRIS E. PERKINS, JOSEPH E. ROSEN,	)
TPG PARTNERS VI, L.P., IVD HOLDINGS INC, and	)
IVD ACQUISITION CORPORATION,	)
	)
	)
Defendants.	)
	)
	)
	)

VERIFIED CLASS ACTION COMPLAINT

Plaintiff Irene Dixon (“Plaintiff”), on behalf of herself and all others similarly situated, by her attorneys, alleges the following upon information and belief, except as to those allegations pertaining to Plaintiff which are alleged upon personal knowledge:

NATURE OF THE ACTION

1.      This is a shareholder class action complaint on behalf of the holders of the common stock of Immucor, Inc. (“Immucor” or the “Company”) against the directors of Immucor (the “Board”), some of whom are officers, and other persons and entities involved in a proposed buyout of Immucor by TPG Partners VI, L.P. (“TPG Partners”), an investment fund of the privately held TPG Capital (“TPG Capital,” collectively with TGP Partners, “TGP”) in which the shareholders of the Company are presented with a tender offer by IVD Acquisition

Corporation (“Merger Sub”), an affiliate of TPG and wholly-owned subsidiary of TPG affiliate IVD Holdings Inc. (“Parent”), after which the Company will effectuate a second step merger with Parent for inadequate consideration and the result of a flawed process (the “Proposed Transaction”).

2.      On July 5, 2011, Immucor issued a press release announcing that it had entered into a definitive merger agreement for Immucor to be acquired by investment funds managed by TPG, via a tender offer, in a deal with a fully diluted equity value of $1.973 billion. Under the terms of the Proposed Transaction, Immucor common shareholders will receive $27.00 per share in cash for each Immucor share they own.

3.      Specifically, pursuant to the Agreement and Plan of Merger dated July 2, 2011 (“Merger Agreement”) entered into between Immucor, Parent, and Merger Sub, Merger Sub agreed to commence a cash tender offer (the “Tender Offer”) to purchase all outstanding shares of Immucor’s common stock at a purchase price of $27.00 per share in cash, to be followed by a merger of Merger Sub with and into the Company.

4.      On July 15, 2011, Merger Sub commenced the Tender Offer with the filing of its Tender Offer Statement on Schedule TO (“TO”) with the Securities and Exchange Commission (“SEC”). Immucor filed its Recommendation Statement in connection with the Tender Offer on Schedule 14D-9 with the SEC on the same date (“14D-9” and collectively with the TO, the “Disclosure Documents”). The Tender Offer is currently scheduled to expire at 5:00 P.M. on August 18, 2011, unless it is extended. Following the Tender Offer, Merger Sub will then acquire any Immucor shares not purchased in the Tender Offer in a second-step merger, which is expected to be completed in the second half of 2011.

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5.      The Disclosure Documents misstate and/or omit material information regarding the Proposed Transaction that is essential to the Company’s public shareholders’ ability to make a fully informed decision on whether to tender their shares in support of the Proposed Transaction.

6.      As described below, both the consideration to Immucor common shareholders contemplated in the Proposed Transaction and the process by which Defendants propose to consummate the Proposed Transaction, including the deficient Disclosure Documents, are fundamentally unfair to Plaintiff and the other common shareholders of the Company. The Individual Defendants’ (as defined herein) conduct constitutes a breach of their fiduciary duties owed to Immucor’s common shareholders, and a violation of applicable legal standards governing the Individual Defendants’ conduct.

7.      For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin Defendants from taking any steps to consummate the Proposed Transaction or, in the event the Proposed Transaction is consummated, recover damages resulting from the Individual Defendants’ violations of their fiduciary duties of loyalty, good faith, due care, and full and fair disclosure.

JURISDICTION AND VENUE

8.      Nominal defendant Immucor maintains its executive offices at 3130 Gateway Drive, Norcross, Georgia 30071. Many of the acts complained of herein occurred in Georgia. The amount in controversy is in excess of the jurisdictional minimum of this Court. This action is not removable to federal court as no federal remedy is sought.

9.      Venue is proper in this county.

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PARTIES

10.    Plaintiff currently holds shares of common stock of Immucor and has held such shares at all relevant times.

11.      Defendant Immucor is a Georgia corporation with its principal executive offices located 3130 Gateway Drive, Norcross, Georgia 30071. Founded in 1982, Immucor manufactures and sells a complete line of reagents and systems used by hospitals, reference laboratories and donor centers to detect and identify certain properties of the cell and serum components of blood prior to transfusion. Immucor markets a complete family of automated instrumentation for all of its market segments.

12.    Defendant James F. Clouser (“Clouser”) has been a member of the Board since 2008.

13.    Defendant Joshua H. Levine (“Levine”) is President and CEO of Immucor, and has been a director of the Company since June 2011.

14.    Defendant Paul V. Holland, M.D. (“Holland”) has been a member of the Company’s Board since 2008.

15.    Defendant Ronny B. Lancaster (“Lancaster”) has been a member of the Company’s Board since October 2004.

16.    Defendant Paul D. Mintz, M.D. (“Mintz”) has been a member of the Company’s Board since 2008.

17.    Defendant G. Mason Morfit (“Morfit”) has been a member of the Company’s Board since 2010.

18.    Defendant Chris E. Perkins (“Perkins”) has been a member of the Company’s Board since 2008.

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19.    Defendant Joseph E. Rosen (“Rosen”) has been a member of the Company’s Board since 1982, except for a three-year hiatus from 1995 to 1998, and has served as Chairman of the Board since September 2006.

20.    Defendants Clouser, Levine, Holland, Lancaster, Mintz, Morfit, Perkins, and Rosen are collectively referred to hereinafter as the “Individual Defendants.”

21.    Defendant TPG Partners is a limited partnership headquartered at 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. TPG Partners is an investment fund managed by TPG, a global private equity investment firm with $48 billion in capital under management across a family of funds. TPG invests in companies across a broad range of industries, including consumer and retail, media and telecommunications, industrials, technology, travel and leisure, and health care.

22.    Defendant Parent is a Delaware corporation with an address at c/o TPG Capital, L.P., 345 California Street, Suite 3300, San Francisco, California 94104.

23.    Defendant Merger Sub is a Georgia corporation and a wholly-subsidiary of Parent with an address at c/o TPG Capital, L.P., 345 California Street, Suite 3300, San Francisco, California 94104. Parent and Merger Sub are affiliated with TPG and are being used to facilitate TPG’s acquisition of Immucor.

THE FIDUCIARY DUTIES OF THE INDIVIDUAL DEFENDANTS

24.    By reason of the Individual Defendants’ positions with the Company as officers and/or directors, said individuals are in a fiduciary relationship with Plaintiff and the other public shareholders of Immucor (the “Class”) and owe Plaintiff and the other members of the Class the duties of good faith, fair dealing, loyalty and full and candid disclosure.

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25.    By virtue of their positions as directors and/or officers of Immucor, the Individual Defendants, at all relevant times, had the power to control and influence, and did control and influence and cause Immucor to engage in the practices complained of herein.

26.    Each of the Individual Defendants is required to act in good faith, in the best interests of the Company’s shareholders and with such care, including reasonable inquiry, as would be expected of an ordinarily prudent person. In a situation where the directors of a publicly traded company undertake a transaction that may result in a change in corporate control, the directors must take all steps reasonably required to maximize the value shareholders will receive rather than use a change of control to benefit themselves, and to disclose all material information concerning the proposed change of control to enable the shareholders to make an informed voting decision. To diligently comply with this duty, the directors of a corporation may not take any action that:

 (a)    adversely affects the value provided to the corporation’s shareholders;

 (b)    contractually prohibits them from complying with or carrying out their fiduciary duties;

 (c)    discourages or inhibits alternative offers to purchase control of the corporation or its assets; or

 (d)    will otherwise adversely affect their duty to search for and secure the best value reasonably available under the circumstances for the corporation’s shareholders.

27.    Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction, violated duties owed to Plaintiff and the other public shareholders of Immucor, including their duties of loyalty, good faith and independence, insofar as they, inter alia, engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits, not shared equally by Plaintiff or the public shareholders of Immucor common stock.

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CLASS ACTION ALLEGATIONS

28.    Plaintiff brings this action individually and on behalf of the Class. The Class specifically excludes Defendants herein, and any person, firm, trust, corporation or other entity related to, or affiliated with, any of the Defendants.

29.    This action is properly maintainable as a class action.

30.    The Class is so numerous that joinder of all members is impracticable. As of March 31, 2011, Immucor had in excess of 70 million shares of common stock outstanding. Members of the Class are scattered throughout the United States and are so numerous that it is impracticable to bring them all before this Court.

31.    Questions of law and fact exist that are common to the Class, including, among others:

 (a)    whether the Individual Defendants have fulfilled and are capable of fulfilling their fiduciary duties owed to Plaintiff and the Class;

 (b)    whether the Individual Defendants have engaged and continue to engage in a scheme to benefit themselves at the expense of Immucor shareholders in violation of their fiduciary duties:

 (c)    whether the Individual Defendants are acting in furtherance of their own self-interest to the detriment of the Class;

 (d)    whether Defendants have disclosed and will disclose all material facts in connection with the Proposed Transaction; and

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 (e)    whether Plaintiff and the other members of the Class will be irreparably damaged if Defendants are not enjoined from continuing the conduct described herein.

32.    Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff has the same interests as the other members of the Class. Accordingly. Plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

33.    The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

34.    Preliminary and final injunctive relief on behalf of the Class as a whole is entirely appropriate because Defendants have acted, or refused to act, on grounds generally applicable and causing injury to the Class.

SUBSTANTIVE ALLEGATIONS

A. Background

35.    Immucor manufactures and sells reagents and systems used by hospitals, reference laboratories and donor centers to detect and identify certain properties of the cell and serum components of blood prior to transfusion. Additionally, Immucor markets automated instrumentation for all of its market segments. Immucor common stock is traded on the NASDAQ under the symbol “BLUD.”

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36.    Immucor common stock is currently trading at depressed levels as the Company is at the bottom of cycle that is expected to improve. In particular, an investigation by the U.S. Department of Justice (“DOJ”) regarding a possible antitrust violation, as well as a Food and Drug Administration (“FDA”) administrative action which could have resulted in the revocation of the Company’s biologics license with respect to its Reagent Red Blood Cells and Anti-E (Monoclonal) Blood Grouping Reagent products, have materially lowered the price of the Company’s stock.

37.    However, the DOJ recently announced that its antitrust investigation of the company had been closed, and the DOJ took no further action. Further, the FDA has not ordered the recall of any of the Company’s products. Therefore, with the Company moving past its previous regulatory difficulties, the Company has great potential for growth as the overall economy recovers. The Company’s recent financial reports have been extremely impressive and exceeded forecasts. The results and the Company’s new fiscal 2011 profit and sales guidance have topped analysts’ expectations. On April 6, 2011, Immucor announced that its profit grew 13% in its fiscal third quarter on higher sales of instruments and testing products. Immucor stated that it earned $22.7 million, or $0.32 per shares, in the three months ended February 28, 2011. That was up from $20.1 million, or $0.28 per share, in the same period one year ago. Additionally, revenue for the third quarter of fiscal 2011 was $83.3 million, an increase of 4% from the prior year quarter.

38.    Immucor itself has confirmed that its expectations for growth are positive. Immucor has raised its outlook for fiscal year 2011 and now expects profit between $1.18 per share and $1.20 per share on revenue between $328 million and $330 million. On April 6, 2011, then CEO Gioacchino De Chircio, commented on the Company’s strong results stating, “[g]iven the global economic environment, our third quarter financial performance exceeded our expectations with year-over-year revenue growth and earnings expansion[.]”

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39.     However, rather than permitting the Company’s shares to trade freely and allowing its public shareholders to reap the benefits of the Company’s increasingly positive long-term prospects, the Individual Defendants have acted for their personal benefit and the benefit of TPG, and to the detriment of the Company’s public shareholders, by entering into the Merger Agreement.

B. The Proposed Transaction

40.     On July 5, 2011, Immucor issued a press release announcing that it had entered into the Merger Agreement. Under the terms of the Proposed Transaction, Merger Sub would acquire Immucor by making the cash Tender Offer to acquire all of the outstanding shares of common stock of Immucor at a purchase price of just $27.00 per share.

41.     Specifically, the press release stated in relevant part:

NORCROSS, Ga., July 05, 2011 – Immucor. Inc. (Nasdaq: BLUD) (the “Company”), a global leader in providing automated instrument-reagent systems to the blood transfusion industry, today announced that it has entered into a definitive agreement to be acquired by investment funds managed by TPG Capital (“TPG”) in a transaction with a fully diluted equity value of $1.973 billion.

Under the terms of the agreement, Immucor shareholders will receive $27.00 in cash for each share of Immucor common stock they own, representing a premium of approximately 30.2 percent over the closing share price on July 1, 2011, the last full trading day before today’s announcement, and a premium of approximately 35.6 percent to Immucor’s average closing price over the last month. The transaction is expected to close in the second half of 2011. The agreement was unanimously approved by the Immucor Board of Directors.

“This transaction enables our shareholders to realize significant, immediate value while at the same time allowing Immucor to remain well-positioned to continue pursuing growth opportunities,” said Joseph Rosen, Chairman of the Board of Directors of Immucor. “Our Board is pleased with the outcome of the process we followed leading to this transaction, and believes that this transaction is in the best interests of our shareholders.”

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“Immucor has been at the forefront of improving transfusion medicine for nearly 30 years and has a proven track record of creating value,” said Joshua H. Levine, President and Chief Executive Officer of Immucor. “Partnering with TPG will allow us to continue with our commitment to deliver innovative technologies that meet our customers’ needs and improve patient safety.”

“By offering best-in-class instruments and reagents for the blood transfusion industry, Immucor has built an impressive platform, loyal customer base and a strong leadership position,” said Todd Sisitsky, TPG Partner. “We look forward to working with the Immucor team as we invest in growing the business and expanding the global footprint for these vital services.”

Under the terms of the agreement, it is anticipated that an affiliate of TPG, IVD Acquisition Corporation, will commence a tender offer for all of the outstanding shares of the Company no later than July 15, 2011.

Under the terms of the agreement, the tender offer is conditioned upon, among other things, satisfaction of the minimum tender condition of 84 percent of the Company’s common shares on a fully diluted basis, the receipt of the Federal Trade Commission’s approval under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, the receipt of any applicable consents or approvals under German antitrust or merger control laws and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval.

Under the terms of the agreement, the Company may solicit superior proposals from third parties through August 15, 2011. It is not anticipated that any developments will be disclosed with regard to this process unless the Company’s Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.

Goldman, Sachs & Co. acted as financial advisor to Immucor, Inc. and King & Spalding LLP acted as the Company’s legal advisor. Ropes & Gray LLP acted as legal advisor to TPG Capital. Citi and J.P. Morgan Securities LLC acted as financial advisors and provided fully committed financing to TPG Capital.

42.    The consideration offered to Immucor’s public stockholders in the Proposed Transaction is unfair and grossly inadequate because, among other things, the intrinsic value of Immucor’s common stock is materially in excess of the amount offered for those securities in the proposed acquisition given the Company’s prospects for future growth and earnings as it moves past its previous regulatory difficulties.

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C. Conflicts by Certain Directors

43.    Moreover, the Proposed Transaction was driven by the self-interested Individual Defendants looking to cash out their largely illiquid holdings in Immucor stock.

44.    For example, on June 9, 2011, less than a month before the Individual Defendants approved the Merger Agreement and recommended the Proposed Transaction to Immucor’s shareholders, the Individual Defendants were granted illiquid Restricted Stock Units and/or Performance Shares that will become fully vested upon consummation of the Proposed Transaction, as set forth in the 14D-9:

Name	Transaction Date	Number of Shares		Nature of Transaction
Joseph E. Rosen	6/9/2011		5,542	Grant of Restricted Stock Units
Ronny B. Lancaster	6/9/2011		5,542	Grant of Restricted Stock Units
James F. Clouser	6/9/2011		5,542	Grant of Restricted Stock Units
Chris E. Perkins	6/9/2011		5,542	Grant of Restricted Stock Units
Dr. Paul V. Holland	6/9/2011		5,542	Grant of Restricted Stock Units
Dr. Paul D. Mintz	6/9/2011		5,542	Grant of Restricted Stock Units
G. Mason Morfit	6/9/2011		5,542	Grant of Restricted Stock Units
Joshua H. Levine	6/9/2011		65,258	Grant of Performance Shares
Richard A Flynt	6/9/2011		23,000	Grant of Restricted Stock Units
	6/9/2011		23,904	Grant of Performance Shares
Philip H. Moïse	6/9/2011		10,000	Grant of Restricted Stock Units
	6/9/2011		25,340	Grant of Performance Shares
Dr. Gioacchino De Chirico	6/9/2011		33,722	Grant of Restricted Stock Units
	6/9/2011		11,241	Grant of Performance Shares

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45.    In addition, the Individual Defendants and certain officers will be able to cash out an additional $9,819,770 in restricted stock units and performance shares, as illustrated in the table below as it appears in the 14D-9:

Executive Officer/Director	Value of Vested Stock Options Outstanding With a Per- Share Exercise Price  Less Than the Offer Price ($)		Value of Unvested Stock Options Outstanding With a Per- Share Exercise Price Less Than the Offer Price ($)		Value of Restricted Shares ($)		Value of Restricted Stock Units($)		Value of Performance Share ($)		Value of Total Payments  ($)
Joshua H. Levine President, Chief Executive Officer and Director		—		—		—		—		1,761,966		1,761,966
Richard A. Flynt Executive Vice President and Chief Financial Officer		80,682		126,430		537,948		621,000		645,408		2,011,468
Philip H. Moïse Executive Vice President, General Counsel and Secretary		125,732		191,213		849,123		270,000		684,180		2,120,248
James F. Clouser Director		67,738		—		—		149,634		—		217,372
Dr. Paul V. Holland Director		67,738		—		—		149,634		—		217,372
Ronny B. Lancaster Director		68,125		—		—		149,634		—		217,759
Dr. Paul D. Mintz Director		65,076		97,988		—		149,634		—		312,698
G. Mason Morfit Director		—		163,240		—		149,634		—		312,874
Chris E. Perkins Director		67,738		—		—		149,634		—		217,372
Joseph E. Rosen Director, Chairman		2,277,227		—		3,780		149,634		—		2,430,641
Total		2,820,056		578,871		1,390,851		1,938,438		3,091,554		9,819,770

46.    The aforementioned holdings of Immucor directors are further evidence of the flawed process leading up to the Proposed Transaction to the detriment of Immucor shareholders.

D. The Preclusive Deal Protection Devices

47.    On July 5, 2011, the Company filed a Form 8-K with the SEC wherein it disclosed the terms of the Merger Agreement. As part of the Merger Agreement, the Individual Defendants agreed to certain onerous and preclusive deal protection devices that operate conjunctively to make the Proposed Transaction a fait accompli and ensure that no competing offers will emerge for the Company.

48.    The Merger Agreement described above provides for a coercive Top-Up Option to Merger Sub. In particular §1.4 provides for a Top-Up Option described as follows:

(a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set

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forth herein, to purchase at the Offer Price an aggregate number of Shares (the “Top-Up Shares”) equal to the lowest number of Shares that, when added to the number of Shares owned by Parent, Merger Sub and their Affiliates at the time of such exercise (after giving effect to the Offer Closing), shall constitute one Share more than 90% of the outstanding Shares on a fully diluted basis; provided, however, that the Top-Up Option shall not be exercisable to the extent (i) the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued Shares or Shares held in the treasury of the Company as of immediately prior to the issuance of the Top-Up Shares (giving effect to Shares reserved for issuance under all outstanding stock options, restricted equity and any other rights to acquire the Shares as if such Shares were outstanding) or (ii) any other provision of applicable Law or judgment, injunction order or decree shall prohibit the exercise of the Top-Up Option or delivery of the Top-Up Shares; provided, further, that the Top-Up Option shall terminate upon the termination of this Agreement in accordance with its terms. The Top-Up Option shall not be exercisable until such time as Merger Sub shall have accepted for payment the Shares tendered pursuant to the Offer, and in no event shall the Top-Up Option be exercisable (A) if the Minimum Tender Condition shall have been waived, (B) more than once or (C) unless, immediately after such exercise and the issuance of Shares pursuant thereto, and accounting for the limitations set forth herein, Parent and Merger Sub would hold one Share more than 90% of the outstanding Shares on a fully-diluted basis.

49.    Further, pursuant to section 7.2(d)(ii) of the Merger Agreement, should the Company receive an alternate Acquisition Proposal that the Board “concludes in good faith after consultation with its financial advisors and outside legal counsel, constitutes a Superior Proposal,” the Company is required to negotiate with Parent and Merger Sub so that Parent and Merger Sub may amend the terms of the Merger Agreement to make a counter-offer so that the competing bid ceases to constitute a Superior Proposal.

50.    Moreover, the Merger Agreement provides that Immucor must pay to Merger Sub a termination fee of $45 million if the Company decides to pursue another offer, thereby essentially requiring that the alternate bidder agree to pay a naked premium for the right to provide the shareholders with a superior offer.

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51.    Ultimately, these preclusive deal protection devices discourage bidders from making a competing bid for the Company and providing a needed market check for the Proposed Transaction.

D. The Materially Misleading And/Or Incomplete Disclosure Documents

52.    On July 15, 2011, the Company and Merger Sub filed the 14D-9 and TO Statement with the SEC.

53.    The Disclosure Documents fail to provide the Company’s shareholders with material information and/or provides them with materially misleading information thereby precluding the shareholders from making a fully informed decision regarding the tender of their shares.

54.    The 14D-9 filed by the Company fails to disclose all of the underlying methodologies, key inputs and multiples relied upon and observed by Goldman, Sachs & Co. (“Goldman Sachs”), which served as financial advisor to the Company in connection with the Proposed Transaction. This information is necessary for shareholders to evaluate and properly assess the credibility of the various analyses performed by Goldman Sachs and relied upon by the Board in recommending the Proposed Transaction to Immucor shareholders. In particular, the 14D-9 should provide, inter alia, the following:

 (a)    In the Selected Companies Analysis, (a) the criteria used to select the companies; (b) the multiples derived for each of the selected companies; and (c) the financial forecasts provided by the Company’s management to Goldman Sachs that were not included in the Projections disclosed on pages 43-44 of the 14D-9 and that were used by Goldman Sachs to calculate the multiples and growth rates of the Company.

 (b)    In the Illustrative Discounted Cash Flow Analysis, (a) the definition of “free cash flows”; (b) the rationale for selecting discount rates of 10.0% to 11.0% when

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calculating estimated free cash flows for fiscal years 2012 through 2016; the rationale for selecting perpetuity growth rates ranging from 2.0% to 4.0% when calculating terminal values for fiscal year 2016; and (c) the rationale for selecting discount rates of 10.0% to 11.0% when calculating terminal values for fiscal year 2016;

 (c)    In the Present Value of Future Share Price Analysis, the rationale for selecting EPS multiples of 15.0x to 18.0x; (b) the rationale for applying an illustrative discount rate of 10.5%; and (c) the financial forecasts provided by the Company’s management to Goldman Sachs that were not included in the Projections disclosed on pages 43-44 of the 14D-9 and that were used by Goldman Sachs in this analysis;

 (d)    In the Selected Transactions Analysis, (a) the rationale for selecting the companies used and for relying on eight transactions that occurred in 2009 or before; (b) the multiples observed for each of the selected transactions;

 (e)    In the Premiums Paid Analysis, the premium observed for each of the selected transactions;

 (f)    In the Illustrative Leveraged Buyout Analysis, (a) the rationale for selecting hypothetical EBITDA exit multiples ranging from 9.0x to 11.0x at the end of fiscal year 2016; (b) the rationale for selecting rates of return on equity of 15.0% to 20.0%; and (c) the financial forecasts provided by the Company’s management to Goldman Sachs that were not included in the Projections disclosed on pages 43-44 of the 14D-9 and that were used by Goldman Sachs to calculate the multiples and growth rates of the Company.

55.    Also, the Background of the Offer section of the 14D-9 should disclose the following regarding the sales process:

 (a)    Details regarding the nature and amount of potential liability of the Company’s Litigation and Regulatory Matters (as that term is defined in the 14D-9);

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 (b)    Whether Goldman Sachs disclosed to the Board at the time it was engaged by the Company as its financial advisor, or at any time thereafter up until Goldman Sachs provided its fairness opinion in connection with the Proposed Transaction (the “Fairness Opinion”): (a) the amount of fees Goldman Sachs and/or its affiliates received in connection with services provided to TPG and/or its affiliate and portfolio companies; or (b) the nature and amount of positions that Goldman Sachs and/or its affiliates held in the common stock of the Company, and if so, what Goldman Sachs disclosed.

 (c)    If Goldman Sachs in fact disclosed to the Board at any point prior to the issuance of its Fairness Opinion: (a) the amount of fees Goldman Sachs and/or its affiliates received in connection with services provided to TPG and/or its affiliate and portfolio companies; or (b) the nature and amount of positions that Goldman Sachs and/or its affiliates held in the common stock of the Company, what the Board’s reasons were for selecting Goldman Sachs to run any sale process for the Company notwithstanding these conflicts, as well as what procedures or requirements the Board established for Goldman Sachs in running any sale process for the Company, or in communicating or negotiating with TPG, in order to address the conflict;

 (d)    The details of Goldman Sachs’ compensation and fee structure for providing financial advisory services and issuing the Fairness Opinion;

 (e)    The basis of the Board’s decision not to instruct Goldman Sachs at the October 25, 2010 Board meeting, or at any time thereafter, to reach out to potential financial buyers of the Company in addition to potential strategic purchasers;

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 (f)    The basis of the Board’s decision not to instruct Goldman Sachs to approach Company B again to gauge whether it would have renewed interested in a possible strategic transaction with the Company in June 2011, given Company B’s prior level of interest in the Company, when the Board instructed Goldman Sachs to approach Company E for that same reason;

 (g)    The circumstances surrounding the retirement of Dr. De Chirico’s resignation and its relation, if any, to the ongoing strategic review process the Company was undertaking at that time; and

 (h)    The size of the termination fee that TPG initially proposed the Company should be responsible for pursuant to the Merger Agreement.

56.    In addition, additional information needs to be disclosed in the 14D-9 related to the Top-Up Option, including mechanics for its operation and trigger, number of authorized and outstanding common shares to date and the trigger amount of shares necessary for Merger Sub to be able to exercise it.

57.    Accordingly, because the foregoing process and material misstatements and/or omissions represent a violation of state law, Plaintiff seeks injunctive and other equitable relief to prevent the irreparable injury that Company shareholders have and will continue to suffer absent judicial intervention.

FIRST CAUSE OF ACTION

Claim for Breach of Fiduciary Duties Against the Individual Defendants

58.    Plaintiff repeats and realleges each allegation set forth herein.

59.    The Individual Defendants have violated fiduciary duties of care, loyalty, candor and good faith owed to public shareholders of Immucor.

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60.    By the acts, transactions and courses of conduct alleged herein, the Individual Defendants, individually and acting as a part of a common plan, are attempting to unfairly deprive Plaintiff and other members of the Class of the true value of their investment in Immucor.

61.    As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of Immucor because, among other reasons, they failed to take steps to maximize the value of Immucor to its public shareholders.

62.    The Individual Defendants dominate and control the business and corporate affairs of Immucor, and are in possession of private corporate information concerning Immucor’s assets, business and future prospects. Thus, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of Immucor which makes it inherently unfair for them to benefit their own interests to the exclusion of maximizing shareholder value.

63.    By reason of the foregoing acts, practices and course of conduct, the Individual Defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward Plaintiff and the other members of the Class.

64.    Moreover, the Individual Defendants have failed to fully disclose to Plaintiff and the Class all material information necessary to make an informed decision regarding the Proposed Transaction.

65.    As a result of the actions of the Individual Defendants, Plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value

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of Immucor’s assets and businesses and have been and will be prevented from obtaining a fair price for their common stock.

66.    Unless the Individual Defendants are enjoined by the Court, they will continue to breach their fiduciary duties owed to Plaintiff and the members of the Class, all to the irreparable harm of the members of the Class.

67.    Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which the Individual Defendants’ actions threaten to inflict.

SECOND CAUSE OF ACTION

On Behalf of Plaintiff and the Class

Against TPG, Parent, and Merger Sub for Aiding and Abetting the

Individual Defendants’ Breach of Fiduciary Duty

68.    Plaintiff incorporates by reference and realleges each and every allegation contained above, as though fully set forth herein.

69.    TPG, Parent, and Merger Sub have acted and are acting with knowledge of, or with reckless disregard to, the fact that the Individual Defendants are in breach of their fiduciary duties to Immucor’s public shareholders, and has participated in such breaches of fiduciary duties.

70.    TPG, Parent, and Merger Sub knowingly aided and abetted the Individual Defendants’ wrongdoing alleged herein. In so doing, TPG, Parent, and Merger Sub rendered substantial assistance in order to effectuate the Individual Defendants’ plan to consummate the Proposed Transaction in breach of their fiduciary duties.

71.    Plaintiff has no adequate remedy at law.

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PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands injunctive relief in her favor and in favor of the Class and against Defendants as follows:

A.    Declaring that this action is properly maintainable as a Class action and certifying Plaintiff as Class representatives;

B.    Enjoining Defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Proposed Transaction, unless and until the Company adopts and implements a procedure or process to obtain a merger agreement providing the best possible terms for shareholders;

C.    Rescinding, to the extent already implemented, the Proposed Transaction or any of the terms thereof, or granting Plaintiff and the Class rescissory damages;

D.    Directing the Individual Defendants to account to Plaintiff and the Class for all damages suffered as a result of the Individual Defendants’ wrongdoing;

E.    Awarding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

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F.    Granting such other and further equitable relief as this Court may deem just and proper.

Dated: July 25, 2011

CHITWOOD HARLEY HARNES LLP
By:	/s/ Christi A. Cannon
	Martin D. Chitwood, Ga. Bar No. 124950 Christi A. Cannon, Ga. Bar No. 107869 Molly A. Havig, Ga Bar No. 432147 1230 Peachtree Street, NE 2300 Promenade II Atlanta, Georgia 30309 Tel: (404) 873-3900 Fax: (404) 876-4476 mchitwood@chitwoodlaw.com ccannon@chitwoodlaw.com mhavig@chitwoodlaw.com
	Counsel for Plaintiff

OF COUNSEL:

FARUQI & FARUQI, LLP

Juan E. Monteverde, Esquire

369 Lexington Avenue, 10^th Fl.

New York, NY 10017

Tel.: (212) 983-9330

Fax: (212) 983-9331

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VERIFICATION

I, Irene Dixon, hereby verify that I have authorized the filing of the attached Verified Class Action Complaint, that I have reviewed the Verified Class Action Complaint and that the facts therein are true and correct to the best of my knowledge, information and belief. I declare under penalty of perjury that the foregoing is true and correct.

DATE: July 21, 2011	/s/ Irene Dixon
	Irene Dixon

EX-99.(B)(1)

Exhibit (b)(1)

EXECUTION VERSION

July 2, 2011

IVD Holdings Inc.

c/o TPG Capital, L.P.

345 California Street, Suite 3300

San Francisco, CA 94104

Ladies and Gentlemen:

This letter agreement (this “Agreement”) sets forth the commitment of TPG Partners VI, L.P., a Delaware limited partnership (the “Fund”), subject to the terms and conditions contained herein, to purchase certain equity interests of IVD Holdings Inc., a newly formed Delaware corporation (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Immucor, Inc., a Georgia corporation (the “Company”), Parent and IVD Acquisition Corporation, a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement.

1. Commitment. The Fund hereby commits (the “Commitment”), subject to the terms and conditions set forth herein, that, at or prior to the Merger Closing (the “Closing”), it shall purchase, or shall cause the purchase, directly or indirectly through one or more intermediate entities, of equity securities of Parent with an aggregate purchase price of $691 million, for purposes of (i) funding a portion of the aggregate Offer Price (if applicable) and the aggregate Per Share Merger Consideration required to be paid pursuant to the Merger Agreement (together, the “Aggregate Consideration”) and (ii) paying related fees and expenses pursuant to the Merger Agreement. For the avoidance of doubt, the total amount to be funded under this Agreement will be reduced in the event that Parent does not require the full amount of the Commitment to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof.

2. Conditions. The Commitment shall be subject to (i) the execution and delivery of the Merger Agreement by the Company, (ii) the satisfaction or waiver of all the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Section 8.1 (other than Section 8.1(d)) and Section 8.2 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver in writing of those conditions), (iii) the Debt Financing having been funded in accordance with the terms thereof or would be funded in accordance with the terms thereof at the Closing if the Equity Financing were funded at the Closing, (iv) the Company’s irrevocable confirmation to Parent in writing that (A) all conditions in Section 8.1 (other than Section 8.1(d)) and Section 8.3 have been satisfied or that it is willing to waive any such open conditions and (B) if specific performance is granted and the Equity Financing and Debt Financing were funded, the Merger Closing would occur and (v) the substantially simultaneous consummation of the Merger in

accordance with the terms of the Merger Agreement. The Fund may allocate a portion of the Commitment to its Affiliates, provided that such allocation shall not relieve the Fund of its obligations hereunder, including its obligation to fund the full amount of the Commitment.

3. Limited Guaranty. Concurrently with the execution and delivery of this Agreement, the Fund is executing and delivering to the Company a limited guaranty related to certain of the Parent’s and Merger Sub’s obligations under the Merger Agreement (the “Limited Guaranty”). Other than with respect to the Company’s rights pursuant to clauses (ii) and (iii) of the first sentence of Section 5 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement and the Company’s remedies against the Fund under the Limited Guaranty shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Fund or any other Non-Recourse Party (as defined in the Limited Guaranty) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or the negotiation thereof, including in the event the Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Fund’s breach of its obligations under this Agreement.

4. Parties in Interest; Third Party Beneficiaries. The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth herein; provided, that the Company is an express third-party beneficiary hereof and shall have the enforcement rights provided in Section 5 and no others under this Agreement and (ii) each of the Non-Recourse Parties (as defined in the Limited Guaranty) is an express third-party beneficiary hereof solely for purposes of Section 3.

5. Enforceability. This Agreement may only be enforced by (i) Parent at the direction of the Fund, (ii) the Company pursuant to the Company’s right to seek specific performance of Parent’s obligation to enforce the Fund’s obligation to fund the Commitment in accordance with the terms hereof, pursuant to, and subject to, and solely in accordance with, the terms and conditions of, Section 10.5 of the Merger Agreement and those set forth herein or (iii) the Company directly seeking specific performance of the Fund’s obligation to fund its Commitment under the circumstances and only under the circumstances in which the Company would be permitted by Section 5(ii) of this Agreement and Section 10.5 of the Merger Agreement to obtain specific performance requiring Parent to enforce the Fund’s obligation to fund its Commitment.

6. No Modification; Entire Agreement. This Agreement may not be amended or otherwise modified without the prior written consent of Parent, the Fund and the Company. Together with the Merger Agreement and the Limited Guaranty, this Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Fund or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in

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Section 1 hereof, no transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, the Fund and the Company. Any transfer in violation of the preceding sentence shall be null and void.

7. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

(b) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in a court of competent jurisdiction located within the Borough of Manhattan in the City of New York, New York, whether a state or Federal court and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.

(c) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

8. Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile or by .pdf delivered via email), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

9. Confidentiality. This Agreement shall be treated as confidential and is being provided to Parent and the Company solely in connection with the Merger. This Agreement may not be used, circulated, quoted or otherwise referred to in any document by Parent or the Company except with the prior written consent of Parent in each instance; provided, that no such written consent is required for any disclosure of the existence of this Agreement to (i) the extent required by applicable Law, the applicable rules of any national securities exchange or in connection with any SEC filing relating to the Merger (provided, that Parent or the Company, as applicable, will provide the Fund an opportunity to review such required disclosure in advance of such public disclosure being made) or (ii) Parent’s or the Company’s Affiliates and Representatives who need to know of the existence of this Agreement.

10. Termination. The obligation of the Fund under or in connection with this Agreement will terminate automatically and immediately upon the earliest to occur of (a) the Closing (at which time all such obligations shall be discharged), (b) the termination of the Merger Agreement pursuant to its terms, (c) the Company, or any Person claiming by, through or for the benefit of the Company, accepting all or any portion of the Parent Termination Fee pursuant to the Merger Agreement or accepting any payment from the Guarantor (as defined in the Limited Guaranty) under the Limited Guaranty in respect of such obligations and (d) the Company or any of

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its Affiliates, or any Person claiming by, through or for the benefit of the Company, asserting a claim in any litigation or other proceeding for monetary damages against the Fund or any other Non-Recourse Party (as defined in the Limited Guaranty) under or in connection with the Merger Agreement other than pursuant to this Limited Guaranty.

11. No Assignment. The Commitment evidenced by this Agreement shall not be assignable, in whole or in part, by Parent without the Fund’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of the Fund and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Any purported assignment of this Agreement or the Commitment in contravention of this Section 11 shall be void.

12. Representations and Warranties. The Fund hereby represents and warrants to Parent that (a) it has all limited partnership power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action by it, (c) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Agreement, (d) its Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise, (e) it has uncalled capital commitments or otherwise has available funds in excess of the sum of its Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding, (f) the execution, delivery and performance by the undersigned of this Agreement do not (i) violate the organizational documents of the undersigned, (ii) contravene, conflict with or result in any violation of any applicable Law or judgment or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any Contract to which the undersigned is a party, and (g) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Agreement have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Agreement.

[remainder of the page intentionally left blank – signature page follows]

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Sincerely,
TPG PARTNERS VI, L.P.
By: TPG GenPar VI, L.P., its general partner
By: TPG GenPar VI Advisors, LLC, its general partner
By:	/s/ Ronald Cami
Name:	Ronald Cami
Title:	Vice President

Agreed to and accepted:
IVD HOLDINGS INC.
By:	/s/ Ronald Cami
Name:	Ronald Cami
Title:	President

SIGNATURE PAGE TO EQUITY COMMITMENT LETTER

EX-99.(B)(2)

Exhibit (b)(2)

EXECUTION VERSION

LIMITED GUARANTY

LIMITED GUARANTY, dated as of July 2, 2011 (this “Limited Guaranty”), by TPG Partners VI, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Immucor, Inc. (the “Guaranteed Party”).

1. GUARANTY. To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among IVD Holdings Inc., a Delaware corporation (“Parent”), IVD Acquisition Corporation, a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally, guarantees to the Guaranteed Party the due and punctual payment of all of Parent’s payment obligations to the Guaranteed Party under (a) Section 9.3(c) of the Merger Agreement, if, as and when due (the “Parent Fee Obligations”) and (b) under Section 9.3(e) of the Merger Agreement, if, as and when due (and including the expenses incurred in enforcing this Limited Guaranty, the “Enforcement Expense Obligations”, and together with the Parent Fee Obligations, the “Guaranteed Obligation”).

The guarantee by the Guarantor of the Guaranteed Obligation under this Limited Guarantee may be enforced for money damages only. In no event shall the Guarantor’s aggregate liability for (i) the Parent Fee Obligations under this Limited Guaranty exceed $90 million or (ii) the Enforcement Expense Obligations under this Limited Guaranty exceed the lesser of $2 million or the aggregate Enforcement Expense Obligations that have been paid or are payable by Parent, Merger Sub or the Guarantor (such limitations on the aggregate liability the Guarantor may have for Parent Fee Obligations and Expense Obligations being herein collectively referred to as the Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Cap. All payments hereunder shall be made in lawful money of the United States, in immediately available funds.

If Parent fails to discharge its Guaranteed Obligation when due, then all of the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent has failed to discharge its Guaranteed Obligation, take any and all actions available hereunder to collect the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligation, subject to the Cap.

2. NATURE OF GUARANTY. Except to the extent provided in the penultimate sentence of Section 3 hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of (i) any modification, amendment or waiver of or any consent to departure from the Merger Agreement or Commitment Letters that may be agreed to by Parent or (ii) any discharge of the Guarantor as a matter of applicable Law or equity (other than a discharge of the Guarantor with respect to the Guaranteed Obligation as a result of payment of the Guaranteed Obligation in accordance with its terms). Without limiting the

foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. To the extent that any payment hereunder is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guaranty is a guaranty of payment and not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guaranty, irrespective of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions.

3. CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of such Guarantor, extend the time of payment of the Guaranteed Obligation, and may also make any agreement with Parent for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, without in any way impairing or affecting the Guarantor’s obligations under this Limited Guaranty or affecting the validity or enforceability of this Limited Guaranty. Except to the extent provided in the last sentence of Section 3, the Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or the Guarantor; (b) any change in the time, place or manner of payment of the Guaranteed Obligation, or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or Commitment Letters made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligation; (c) the addition, substitution or release of any entity or other Person now or hereafter liable with respect to the Guaranteed Obligation or otherwise interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or the Guarantor or any other Person now or hereafter liable with respect to the Guaranteed Obligation or otherwise interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization, moratorium or other similar proceeding affecting Parent, Merger Sub, or the Guarantor or any other Person now or hereafter liable with respect to the Guaranteed Obligation or otherwise interested in the transactions contemplated by the Merger Agreement; or (f) the adequacy of any means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligation. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligation incurred and all other notices of any kind (other than notices to Parent pursuant to the Merger Agreement and notices pursuant to this Limited Guaranty), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligation or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses (other than defenses that are available to

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Parent and Merger Sub under the Merger Agreement (excluding defenses that are available to Parent and Merger Sub solely as a result of the occurrence of an insolvency, bankruptcy, reorganization or other similar proceeding involving Parent or Merger Sub) or breach by the Guaranteed Party of this Limited Guaranty).

The Guarantor hereby unconditionally waives any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligation and notice of or proof of reliance by the Guaranteed Party upon this Limited Guaranty. The Guaranteed Obligation shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guaranty, and all dealings between Parent, Merger Sub or the Guarantor, on the one hand, and the Guaranteed Party, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guaranty. When pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or Merger Sub or any other person for the Guaranteed Obligation or right of offset with respect thereto, and any failure by the Guaranteed Party to pursue such other rights and remedies or to collect any payments from Parent or Merger Sub or any such other Person or to rely upon or to exercise any such right of offset shall not relieve the Guarantor of any liability hereunder.

The Guarantor hereby unconditionally waives any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent, Merger Sub or the Guaranteed Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and the Guarantor shall not exercise any such rights unless and until all amounts payable by the Guarantor under this Limited Guaranty (which shall be subject to the Cap) shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable by the Guarantor under this Limited Guaranty (which shall be subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that: (i) to the extent Parent is relieved of any of the Guaranteed Obligation under the Merger Agreement (except to the extent arising from any insolvency, bankruptcy, reorganization, moratorium or other similar proceeding), the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty (which in any event shall be subject to the Cap) that would be available to Parent under the Merger Agreement with respect to the Guaranteed Obligation, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party or any of its Affiliates, or breach by the Guaranteed Party of this Limited Guaranty.

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The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits and that if any of such waivers are determined contrary to any applicable Law or public policy, such waivers shall be effective to the maximum extent permitted by applicable Law.

4. REPRESENTATIONS AND WARRANTIES.

(a) The Guarantor hereby represents and warrants that:

(i) it has all requisite limited partnership or other power and authority to execute, deliver and perform this Limited Guaranty and the execution, delivery and performance of this Limited Guaranty have been duly authorized by all necessary action and do not contravene any provision of the Guarantor’s partnership agreement, operating agreement or similar organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets;

(ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Limited Guaranty by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guaranty;

(iii) assuming due execution and delivery of the Merger Agreement by all parties thereto, this Limited Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to: (A) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (B) general equitable principles (whether considered in a proceeding in equity or at law); and

(iv) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guaranty, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guaranty shall be available to the Guarantor for so long as this Limited Guaranty shall remain in effect in accordance with Section 7 hereof.

(b) The Guaranteed Party hereby represents and warrants that:

(i) the execution, delivery and performance of this Limited Guaranty have been duly authorized by all necessary action and do not contravene any Law, regulation, rule, decree, order, judgment or contractual restriction applicable to or binding on the Guaranteed Party or its assets;

(ii) all consents, approvals, authorizations, permits of, filings with and notifications to any governmental authority necessary for the due execution, delivery and

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performance of this Limited Guaranty by the Guaranteed Party have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guaranty; and

(iii) assuming due execution and delivery of this Limited Guaranty by all parties hereto, this Limited Guaranty constitutes a legal, valid and binding obligation of the Guaranteed Party enforceable against the Guaranteed Party in accordance with its terms, subject to: (A) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (B) general equitable principles (whether considered in a proceeding in equity or at law).

5. NO ASSIGNMENT. Neither the Guarantor nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other Person (except by operation of Law) without the prior written consent of the Guaranteed Party (in the case of an assignment or delegation by the Guarantor) or the Guarantor (in the case of an assignment or delegation by the Guaranteed Party); provided, however, that the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to any other Person to which it has allocated all or a portion of its investment commitment to Parent; provided, further, that no such assignment or delegation shall relieve the Guarantor of its obligations hereunder.

6. NOTICES. All notices, requests, claims, demands and other communications hereunder shall be given (and shall be deemed to have been duly received if given) in writing by hand delivery, by facsimile transmission with confirmation of receipt, or by overnight delivery by a nationally recognized courier service, in each case to the address (or facsimile number) listed below (or to such other address or facsimile number as a party may designate by notice to other parties) as follows:

if to TPG Partners VI, L.P.:

TPG Partners VI, L.P.

301 Commerce St # 3300

Fort Worth, TX 76102-4133

Attn.:        General Counsel

Facsimile: (415) 743-1501

with a copy (which shall not constitute notice) to:

Ropes & Gray LLP

The Prudential Tower

800 Boylston Street

Boston, MA 02119

Facsimile: (617) 951-7050

Attn.:        William M. Shields

 Neill P. Jakobe

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If to the Guaranteed Party, as provided in the Merger Agreement.

7. CONTINUING GUARANTY. This Limited Guaranty may not be revoked or terminated and shall remain in full force and effect until the Guaranteed Obligation has been indefeasibly paid in full, except to the extent provided in clause (i) of the last sentence in the penultimate paragraph of Section 3 hereof. Notwithstanding the foregoing, or anything express or implied in this Limited Guaranty or otherwise, this Limited Guaranty shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guaranty as of the earliest of: (a) the Merger Closing; (b) termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where the Parent Termination Fee does not become payable; (c) the date the Guaranteed Obligation payable under this Limited Guaranty has been paid in full; and (d) the twelve month anniversary after the date hereof (unless the Guaranteed Party shall have commenced litigation against the Guarantor under and pursuant to this Limited Guaranty prior to such anniversary). Notwithstanding the foregoing, or anything express or implied in this Limited Guaranty or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in respect of the Guaranteed Obligation in excess of or to a greater extent than the Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 8 hereof) with respect to this Limited Guaranty, the Commitment Letters, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement, or the transactions contemplated hereby or thereby, then: (i) the obligations of the Guarantor under or in connection with this Limited Guaranty shall terminate ab initio and be null and void; (ii) if the Guarantor has previously made any payments under or in connection with this Limited Guaranty, it shall be entitled to recover and retain such payments; and (iii) neither the Guarantors nor any other Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Limited Guaranty, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Commitment Letters), or the transactions contemplated hereby or thereby.

8. NO RECOURSE.

(a) The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount (less than $1,000) and that no additional funds are expected to be contributed to Parent unless and until the Merger Closing occurs under the Merger Agreement. By its acceptance of the benefits of this Limited Guaranty, the Guaranteed Party acknowledges and agrees that: (a) no Person other than the Guarantor shall have any obligations under or in connection with this Limited Guaranty notwithstanding the fact that the Guarantor may be a partnership and (b) the Guarantor shall have no obligations under or in connection with this Limited Guaranty except as expressly provided by this Limited Guaranty; provided, however, that in the event the Guarantor either (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys

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all or a substantial portion of its properties and other assets to any Person, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be. As used herein, unless otherwise specified, the term Guarantor shall include such Guarantor’s Successor Entity. Nothing set forth in this Limited Guaranty shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any representative acting in a representative capacity) any rights or remedies against any Person, other than the rights of the Guaranteed Party against the Guarantor as expressly set forth herein.

(b) The Guaranteed Party acknowledges and agrees that no personal liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them under any theory of liability (including without limitation by attempting to pierce a corporate, limited liability company or partnership veil, by attempting to compel Parent to enforce any rights that it may have against any Person, by attempting to enforce any assessment, or by attempting to enforce any purported right at law or in equity, whether sounding in contract, tort, statute or otherwise) against, any Non-Recourse Party (as hereinafter defined, and excluding Parent and Merger Sub) by the enforcement of any judgment or assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise, in any way under or in connection with this Limited Guaranty, the Merger Agreement, the Commitment Letters or any other agreement or instrument delivered in connection with this Limited Guaranty, the Merger Agreement, the Commitment Letters or the Transactions, except that: (i) the Guaranteed Party may assert claims against the Guarantor under, and pursuant to the terms of and subject to the limitations set forth in, this Limited Guaranty; (ii) the Guaranteed Party may assert claims against Parent and Merger Sub pursuant to the terms of, and subject to the limitations set forth in, the Merger Agreement; and (iii) the Guaranteed Party may assert claims against the Guarantor for specific performance of such Guarantor’s obligation under its Equity Commitment Letter to fund its commitment thereunder pursuant to the terms of, and subject to the limitations set forth in, Section 5 thereof and subject to the limitations set forth in Section 10.5 of the Merger Agreement. Recourse against the Guarantor pursuant to this Limited Guaranty shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and Non-Recourse Parties (excluding Parent and Merger Sub) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement.

(c) The Guaranteed Party hereby covenants and agrees that it shall not, and it shall cause its Affiliates not to, institute any proceeding or bring any claim in any way under or in connection with the this Limited Guaranty, the Merger Agreement, the Commitment Letters or any other agreement or instrument delivered in connection with this Limited Guaranty, the Merger Agreement, the Commitment Letters, or the Transactions (whether at law or in equity, whether sounding in contract, tort, statute or otherwise), against the Guarantor or any Non-Recourse Party (other than against Parent or Merger Sub), except for claims of the Guaranteed Party against the Guarantor or a Successor Entity under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect any liability of Parent or Merger Sub to the Guaranteed Party.

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“Non-Recourse Parties” shall mean, collectively, Parent, the Guarantor and any of their former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future estates, heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, and the providers of Debt Financing.

9. GOVERNING LAW; JURISDICTION. THIS LIMITED GUARANTY, THE RIGHTS OF THE PARTIES UNDER OR IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring, maintain and defend any such action or proceeding in the Borough of Manhattan in the City of New York, New York, whether a state or Federal court (as just described, the “Chosen Courts”), and solely in connection with such actions or proceedings: (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts; (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto; and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if effected pursuant to the Laws of the State of Delaware.

10. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING CONTEMPLATED BY SECTION 10 HEREOF IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.

11. COUNTERPARTS. This Limited Guaranty shall not be effective until it has been executed and delivered by all parties hereto. This Limited Guaranty may be executed by facsimile or electronic transmission in pdf format, and in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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12. THIRD PARTY BENEFICIARIES. This Limited Guaranty shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guaranty is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; except that as a material aspect of this Limited Guaranty the parties intend that all Non-Recourse Parties other than the Guarantors shall be, and such Non-Recourse Parties are, intended third party beneficiaries of this Limited Guaranty who may rely on and enforce the provisions of this Limited Guaranty that bar the liability, or otherwise protect the interests, of such Non-Recourse Parties.

13. CONFIDENTIALITY. This Limited Guaranty shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Merger Agreement. This Limited Guaranty may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor; provided that no such written consent is required for any disclosure of the existence of this Limited Guaranty by the Guaranteed Party: (i) to its Affiliates and its representatives; or (ii) to the extent required by Law or the rules of any self-regulatory organization.

14. MISCELLANEOUS.

(a) This Limited Guaranty, together with the Merger Agreement, constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among the Guarantor or any of its Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand. No amendment, supplementation, modification or waiver of this Limited Guaranty or any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing. The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantor or any other Non-Recourse Party in connection with this Limited Guaranty except as expressly set forth herein by the Guarantor. The Guarantor and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Limited Guaranty except as expressly set forth herein by the Guaranteed Party.

(b) Any term or provision of this Limited Guaranty that is invalid or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that this Limited Guaranty may not be enforced without giving effect to the

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limitation of the amount payable by the Guarantor hereunder to the Cap provided in Section 1 hereof and to the provisions of Sections 7 and 8 hereof. Each party hereto covenants and agrees that it shall not assert, and shall cause its respective Affiliates and representatives not to assert, that this Limited Guaranty or any part hereof is invalid, illegal or unenforceable in accordance with its terms.

(c) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guaranty.

(d) All parties acknowledge that each party and its counsel have reviewed this Limited Guaranty and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guaranty.

[Remainder of page intentionally left blank]

10

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guaranty to be executed and delivered as of the date first written above by its officer or representative thereunto duly authorized.

TPG PARTNERS VI, L.P.
By: TPG GenPar VI, L.P., its general partner
By: TPG GenPar VI Advisors, LLC, its general partner
By:	/s/ Ronald Cami
Name:	Ronald Cami
Title:	Vice President

[Limited Guaranty Signature Page 1 of 2]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guaranty to be executed and delivered as of the date first written above by its officer or representative thereunto duly authorized.

IMMUCOR, INC.
By:	/s/ Joshua H. Levine
Name: Title:	Joshua H. Levine President and Chief Executive Officer

[Limited Guaranty Signature Page 2 of 2]

EX-99.(B)(3)

Exhibit (b)(3)

EXECUTION COPY

CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013		JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, NY 10017
	UBS LOAN FINANCE LLC 677 Washington Boulevard Stamford, Connecticut 06901	J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179
	UBS SECURITIES LLC 299 Park Avenue New York, New York 10171
DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005		RBC CAPITAL MARKETS LLC ROYAL BANK OF CANADA One Liberty Plaza New York, NY 10006
		STRICTLY CONFIDENTIAL July 18, 2011
	Project Imelda Senior Secured Credit Facilities Senior Unsecured Bridge Facility Amended and Restated Commitment Letter

IVD Acquisition Corporation

c/o TPG Capital, L.P.

345 California Street, Suite 3300

San Francisco, CA 94104

Attention: Jack Weingart

Ladies and Gentlemen:

You have advised each of Citi (as defined below), JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities LLC (“JPMS”), UBS Loan Finance LLC (“UBS”), UBS Securities LLC (“UBSS”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities Inc. (“DBSI”), RBC Capital Markets LLC (“RBCCM”) and Royal Bank of Canada (“RBC” and, together with Citi, JPMCB, JPMS, UBS, UBSS, DBNY, DBCI, DBSI and RBCCM the “Commitment Parties”, “us” or “we”) that you intend to directly or indirectly acquire the Target by means of either (i) the purchase of a majority of the outstanding shares of the Target pursuant to a cash tender offer, a subsequent issuance of additional shares by the Target to Merger Sub (if necessary) and the subsequent consummation of a short-form merger or (ii) in the event that the cash tender offer is not completed, a merger transaction approved by the stockholders of the Target, and to consummate the other transactions described in Exhibit A hereto. Capitalized terms used but not defined herein are used with the respective meanings assigned to them in the Exhibits attached hereto.

Commitment Letter – Page 1

For purposes of this amended and restated commitment letter, “Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated hereby.

In connection with the Transactions, (a) each of Citi, JPMCB, UBS, DBNY and RBC (collectively, in such capacities, the “Initial Senior Lenders”) is pleased to advise you of its several, but not joint, commitment (i) to provide 30%, 30%, 20%, 10% and 10%, respectively, of the Term Facility and (ii) to provide 25%, 25%, 25%, 12.5% and 12.5%, respectively, of the Revolving Facility, and (b) each of Citi, JPMCB, UBS, DBCI and RBC (collectively, in such capacities, the “Initial Bridge Lenders” and, together with the Initial Senior Lenders, the “Initial Lenders”) is pleased to advise you of its several, but not joint, commitment to provide 30%, 30%, 20%, 10% and 10%, respectively, of the Senior Bridge Facility, in each case upon the terms and subject to the conditions set forth in this amended and restated commitment letter and the term sheets attached as Exhibits A, B, C and D hereto (the “Term Sheets” and together with this amended and restated commitment letter (including any schedules hereto), collectively, this “Commitment Letter”).

It is agreed that (a) Citi and JPMS will act as co-lead arrangers and joint lead bookrunners for the Senior Secured Credit Facilities (in such capacities, the “Senior Lead Arrangers”), (b) UBSS will act as a joint bookrunner and JPMS and UBSS will act as co-syndication agents for the Senior Secured Credit Facilities, (c) Citi will act as the sole and exclusive administrative agent and collateral agent for the Senior Secured Credit Facilities (in such capacity, the “Administrative Agent”), (d) Citi and JPMS will act as co-lead arrangers and joint lead bookrunners for the Senior Bridge Facility (in such capacities, the “Bridge Lead Arrangers” and, together with the Senior Lead Arrangers, the “Lead Arrangers”), (e) UBSS will act as a joint bookrunner for the Senior Bridge Facility, (f) JPMCB will act as the sole and exclusive administrative agent for the Senior Bridge Facility (in such capacity, the “Bridge Administrative Agent” and together with the Administrative Agent, the “Administrative Agents”) and (g) RBC and DBSI will act as co-documentation agents for the Senior Secured Credit Facilities. It is agreed that (a) Citi shall receive “top left” placement, JPMS will have “second” placement, and UBSS will have “third” placement and the other Initial Senior Lenders (or their affiliates, as applicable) will be listed in alphabetical order in any marketing materials for the Senior Secured Credit Facilities and such institutions shall have all rights customarily associated with their respective position and name placement set forth above and (b) JPMS will have “top left” placement, Citi will have “second” placement, and UBSS will have “third” placement and the other Initial Bridge Lenders (or their affiliates, as applicable) will be listed in alphabetical order in any and all marketing materials or other documentation used in connection with the Senior Bridge Facility and such institutions shall have all rights customarily associated with their respective position and name placement set forth above. No compensation (other than that expressly contemplated by this Commitment Letter and the amended and restated fee letter dated the date hereof by and among us and you (together with the amended and restated fee credit letter dated the date hereof from us to you, the “Fee Letter”) referred to below) will be paid in connection with the Credit Facilities and no titles or roles shall be awarded in connection with the Credit Facilities unless you and the Commitment Parties shall so agree.

We intend to syndicate the Credit Facilities to a group of lenders identified by the Lead Arrangers in consultation with you and, with respect to lenders under the Revolving Facility, subject to your and the Sponsor’s consent (such consent not to be unreasonably withheld or delayed) (together with the Initial Lenders, the “Lenders”); it being understood that we will not syndicate to (x) certain banks, financial institutions and other institutional lenders and persons (or related funds of such persons which are reasonably identifiable in a manner to be agreed by the Administrative Agent or Bridge

Commitment Letter – Page 2

Administrative Agent, as applicable) identified to the Lead Arrangers by you in writing prior to our execution hereof or (y) any competitor of the Borrower and its subsidiaries and any controlled affiliate of such competitor identified to the Lead Arrangers by you in writing prior to our execution hereof (or if after our execution hereof, that are reasonably acceptable to the Lead Arrangers (or, following the Closing Date, the Administrative Agent or Bridge Administrative Agent, as applicable)) (such persons, collectively, the “Disqualified Institutions”). Notwithstanding any other provision of this Commitment Letter to the contrary (a) no Initial Lender shall be relieved or novated from its obligations hereunder in connection with any syndication or assignment until after the funding of the initial loans on the Closing Date, (b) no such assignment or novation shall become effective with respect to any portion of any Initial Lender’s commitment in respect of the Credit Facilities until the initial funding of the Credit Facilities on the Closing Date, and (c) unless the Borrower agrees in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications and amendments, until the Closing Date has occurred.

The Lead Arrangers intend to commence syndication efforts promptly, and from the date of your acceptance of this Commitment Letter until the earlier to occur of (a) a successful syndication (as defined in the Fee Letter) of the Credit Facilities and (b) the date that is 90 days after the Closing Date (such period, the “Syndication Period”) you agree to assist the Lead Arrangers in completing a syndication reasonably satisfactory to the Lead Arrangers and you. Such assistance shall include (i) using commercially reasonable efforts to ensure that the syndication efforts benefit from your and the Sponsor’s existing banking relationships and, to the extent appropriate and practical, those of the Target, (ii) direct contact between your senior management and representatives and advisors and the proposed Lenders (and using your commercially reasonable efforts to ensure such contact between senior management and representatives and advisors of the Target, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times and locations mutually agreed upon, (iii) your, the Borrower’s and the Sponsor’s assistance in the preparation of a confidential information memorandum for each of the Credit Facilities customary for transactions of this type (including customary historical and pro forma financial information) (each a “Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the syndication of each of the Credit Facilities at least 15 business days prior to the Closing Date (excluding any “blackout dates” referred to in Exhibit D hereto) (and using your commercially reasonable efforts to obtain assistance from the Target in connection therewith), (iv) the hosting, with the Lead Arrangers and your senior management and senior management of the Borrower, of one or more meetings (or, if you and the Lead Arrangers shall agree, conference calls in lieu of any such meetings) of prospective Lenders at times and locations to be mutually agreed (and using your commercially reasonable efforts to obtain assistance from senior management of the Target in connection therewith) with the Lead Arrangers, (v) your ensuring that at all times prior to the end of the Syndication Period, there shall be no competing issues of commercial bank or other credit facilities or debt securities of Holdings, the Borrower and, after your using commercially reasonable efforts, the Target or its subsidiaries, being announced, offered, placed or arranged (other than the Credit Facilities, the Senior Notes or other securities that may be issued in lieu of or to refinance the Senior Bridge Facility, indebtedness issued in lieu of any of the foregoing pursuant to the Fee Letter, the indebtedness permitted to be incurred under the Acquisition Agreement as in effect on July 2, 2011, if any, and other indebtedness to be agreed) that could reasonably be expected to materially impair the primary syndication of the Credit Facilities without the prior written consent of the Lead Arrangers and (vi) using your commercially reasonable efforts to obtain public corporate or family ratings, as applicable, of the Borrower and public ratings for the Credit Facilities and the Senior Notes from each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (“S&P”), prior to the launch of the general syndication of the Term Facility. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, neither the commencement nor the completion of the syndication of the Credit Facilities shall constitute a condition precedent to the Closing Date.

Commitment Letter – Page 3

The Lead Arrangers, in their capacities as such, will manage, in consultation with you and the other Commitment Parties (and subject to your and the Sponsor’s consent as noted above with respect to the Lenders under the Revolving Facility), all aspects of the syndication, including decisions as to the selection of prospective Lenders to be approached and when they will be approached, when the Lenders’ commitments will be accepted, which Lenders will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees and/or other payments among the Lenders. In such capacity, the Lead Arrangers will have no responsibility other than to arrange the syndication as set forth herein and in no event shall they be subject to any fiduciary or other implied duties in connection with the Credit Facilities. To assist the Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide to the Lead Arrangers the information with respect to the Borrower, the Target and your and its subsidiaries and the Acquisition set forth in clause (iii) of the second sentence of the preceding paragraph, the historical financial information set forth in paragraph 5 of Exhibit D hereto and the Projections (as defined below), as the Lead Arrangers may reasonably request in connection with the arrangement and syndication of the Credit Facilities. You hereby represent and warrant (with respect to the Target and its subsidiaries, to your knowledge) that (a) all written information and written data concerning Holdings, you and your subsidiaries and the Target and its subsidiaries (including the confidential information memorandum), other than the Projections and information of a general economic or industry-specific nature (the “Information”) that has been or will be made available to any of us by you, the Target, the Sponsor or any of your or their respective representatives on your behalf in connection with the transactions contemplated hereby, does not or will not, when taken as a whole, 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 financial projections (including financial estimates, forecasts and other forward-looking information, the “Projections”) that have been or will be made available to us by you, the Target, the Sponsor or any of your or their respective representatives on your behalf in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time furnished (it being agreed by the Commitment Parties that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond your control, that no assurance can be given that any particular Projection will be realized, that actual results may differ and that such differences may be material). If you become aware that any of the representations or warranties in the preceding sentence would be incorrect during the Syndication Period, if the Information and Projections were being furnished, and all such representations were being made, at such time, you will (i) with respect to Information or Projections relating to you or your respective subsidiaries, promptly supplement the Information and the Projections and (ii) with respect to Information or Projections relating to the Target or its subsidiaries (x) prior to the Closing Date, use your commercially reasonable efforts to cause and (y) after the Closing Date, cause the Target to supplement the Information and the Projections from time to time until the expiration of the Syndication Period such that the representations in the preceding sentence remain true under those circumstances, it being understood that such supplementation shall cure any breach of such representation. You understand that in arranging and syndicating the Credit Facilities we may use and rely on the Information and the Projections without independent verification thereof.

You hereby acknowledge that (a) we will make available the Information and the Projections to the proposed syndicate of Lenders by posting on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, the Target, your or their respective affiliates, your or their respective securities or the Acquisition) (each, a “Public Lender”). At the request of the Lead Arrangers, you agree to assist the Lead Arrangers in preparing an additional version or versions of each confidential information memorandum to be used by Public Lenders. The information to be included in the additional version of such confidential information memorandum will

Commitment Letter – Page 4

consist exclusively of information and documentation that is either publicly available or not material with respect to the Borrower, the Target, your or their respective affiliates, any of your or their respective securities and the Acquisition for purposes of United States federal and state securities laws, including the rules of any stock exchange (such information, “Public Lender Information”). It is understood that in connection with your assistance described above, (a) customary authorization letters will be included in each confidential information memorandum that authorize the distribution of such confidential information memorandum to prospective Lenders, confirm that the public-side version consists exclusively of Public Lender Information, and exculpate you, the Sponsor, the Target and your and their respective affiliates with respect to any liability related to misuse by others of information in violation of securities laws and exculpate us and our affiliates with respect to any liability related to the use of the contents of the confidential information memorandum or any related marketing material by the recipients thereof; (b) the Public Lender Information shall include the following information (provided that you shall have been given a reasonable opportunity to review such documents and comply with the U.S. Securities and Exchange Commission disclosure requirements) and such Public Lender Information is permitted to be made available to all prospective Lenders, including through a Platform designated “Public Lenders”: (i) drafts and final definitive documentation with respect to the Credit Facilities, (ii) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (iii) notification of changes in the terms of the Credit Facilities; (c) at our request, you shall identify Information to be distributed to Public Lenders by clearly and conspicuously marking the same as “PUBLIC” (it being understood that you shall not otherwise be under any obligation to mark Information as “PUBLIC”); and (d) we shall be entitled to treat any Information and Projections that are not specifically identified as “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lenders” to which Public Lenders do not have access. For purposes of the foregoing, “publicly available” includes information that is (or can be derived from information) available to holders and potential investors of the debt securities of the Borrower and its subsidiaries.

Each Commitment Party shall use all confidential information provided to it by or on behalf of you hereunder solely for the purposes of providing the services that are the subject of this Commitment Letter and otherwise in connection with the Transactions and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information or the terms and contents of this Commitment Letter and the Fee Letter (a) to Moody’s and S&P and other rating agencies as determined by the Lead Arrangers; provided that such information is supplied only on a customary basis after consultation with you and the Sponsor, (b) to any Lenders or participants or prospective Lenders or participants (other than a Disqualified Institution), (c) 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 or regulation (in which case, such Commitment Party shall, to the extent permitted by law, notify you promptly thereof, in advance), (d) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or its affiliates (in which case, to the extent permitted by law, such Commitment Party shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you, in advance), (e) to its affiliates and to its and their respective employees, directors, legal counsel, independent auditors, professionals and other experts or agents of such Commitment Party on a “need to know” basis and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (f) to the extent any such information becomes publicly available other than by reason of disclosure by such Commitment Party in breach of this Commitment Letter, is received by such Commitment Party from a third party that is not to such Commitment Party’s knowledge subject to confidentiality obligations to you or the Target or if such information is independently developed by such Commitment Party and (g) to the extent applicable, for purposes of establishing a “due diligence” defense or a defense against any claim that a Commitment

Commitment Letter – Page 5

Party has breached its confidentiality obligations; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender 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 set forth in any confidential information memorandum or other marketing materials) in accordance with the standard syndication process of such Commitment Party or market standards for dissemination of such type of information which shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information. The provisions of this paragraph shall automatically terminate and be superseded by the confidentiality provisions to the extent covered in the Credit Documentation upon the initial funding thereunder and shall in any event terminate two years from July 2, 2011. Each Commitment Party shall be principally liable to the extent any confidentiality restrictions set forth herein are violated by one or more of its respective employees, directors, legal counsel, independent auditors, professionals or other experts or agents.

As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the fees and payments described in the Fee Letter on the terms and subject to the conditions expressly set forth therein.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, each Commitment Party’s commitments hereunder are subject only to the conditions set forth on Exhibit D, and upon satisfaction (or waiver by all Commitment Parties) of such conditions, the initial funding of the Credit Facilities shall occur (except in the case of the Senior Bridge Facility, to the extent the Senior Notes are issued in lieu thereof); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder in respect of the initial fundings contemplated hereby, including compliance with the terms of this Commitment Letter, the Fee Letter or the Credit Documentation, other than those expressly set forth on Exhibit D. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations and warranties the accuracy of which shall be a condition to availability of the Credit Facilities on the Closing Date shall be (i) such of the representations and warranties made by or with respect to the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) in the Credit Documentation and (b) the terms of the Credit Documentation shall be in a form such that they do not impair availability of the Credit Facilities on the Closing Date if the conditions expressly set forth in this Commitment Letter are satisfied (it being understood that, to the extent any lien search or any Collateral (including the creation or perfection of any security interest) is not or cannot be provided and/or perfected on the Closing Date (other than (i) to the extent that a lien on such Collateral may under applicable law be perfected upon closing by the filing of financing statements under the Uniform Commercial Code, (ii) the pledge and perfection of security interests in the capital stock of the Borrower and its material (to be determined in a manner consistent with the Documentation Principles) wholly-owned domestic restricted subsidiaries, with respect to which a lien may be perfected upon closing by the delivery of a stock certificate, (iii) Uniform Commercial Code lien searches and (iv) the execution and delivery by each Loan Party of a customary personal property security agreement consistent with the Documentation Principles) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such lien search and/or Collateral shall not constitute a condition precedent to the

Commitment Letter – Page 6

availability of the Credit Facilities on the Closing Date but shall be required to be delivered within 90 days (or such longer period as the Administrative Agent may agree) after the Closing Date pursuant to arrangements to be mutually agreed). For purposes hereof, “Specified Representations” means the representations and warranties set forth in Exhibit B and Exhibit C relating to the corporate or other organizational existence of the Borrower and the Guarantors, organizational power and authority (as they relate to due authorization, execution, delivery and performance of the Credit Documentation), due authorization, execution and delivery and enforceability, in each case as they relate to the entering into and performance of the relevant Credit Documentation by the Borrower and the Guarantors, solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex I attached to Exhibit D), use of proceeds, no conflicts of the Credit Documentation with organizational documents or material laws, Federal Reserve margin regulations, the Investment Company Act, the PATRIOT ACT, and creation, validity and perfection of first priority security interests in the collateral to be granted on the Closing Date (subject to the exceptions set forth in this paragraph and the Term Sheets and permitted liens as set forth in the Senior Credit Documentation). This paragraph, and the provisions contained herein, shall be referred to as the “Certain Funds Provision”.

The definitive documentation for each of the Credit Facilities (collectively, the “Credit Documentation”) shall (i) be consistent with the applicable Term Sheet for such Credit Facility and, in each case, shall contain only those payments, conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in the Term Sheet applicable to such Credit Facility (subject only to the exercise of any Flex Provisions (as defined in the Fee Letter) expressly provided in the Fee Letter), in each case, applicable to Holdings and its restricted subsidiaries and be usual and customary for facilities of such kind giving due regard to the term loan Credit Agreement, dated as of March 7, 2011, among Chinos Acquisition Corporation, J. Crew Group, Inc., Chinos Intermediate Holdings B, Inc., Bank of America, N.A., as Administrative Agent and the Lenders party thereto and the Senior Notes Indenture, dated as of March 7, 2011, between Chinos Acquisition Corporation and Wells Fargo Bank, National Association (including, with respect to such Senior Notes Indenture, with respect to incurrence based covenants set forth in the Term Sheets and the Securities (as defined in the Fee Letter)), (ii) reflect the operational and strategic requirements of the Borrower and its subsidiaries in light of their size, industries, practices, matters disclosed in the Acquisition Agreement and proposed business plan, and (iii) be negotiated in good faith to finalize the Credit Documentation, giving effect to the Certain Funds Provision (as defined above), as promptly as reasonably practicable. This paragraph, and the provisions contained herein, shall be referred to as the “Documentation Principles”.

You agree (a) to indemnify and hold harmless the Commitment Parties, their affiliates and controlling persons and their respective directors, officers, employees, partners, members, agents, advisors and other representatives (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Credit Facilities, the use of the proceeds thereof, the Acquisition Agreement, the Acquisition and the Transactions or any claim, litigation, investigation or proceeding relating to any of the foregoing (a “Proceeding”), regardless of whether any indemnified person is a party thereto and whether or not such Proceedings are brought by you, your equity holders, the Target, your and their respective affiliates, creditors or any other person, and to reimburse each indemnified person within 30 days of a written demand therefor (together with backup documentation supporting such reimbursement request) for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing by one counsel to such indemnified persons taken as a whole, one firm of regulatory counsel and one firm of local counsel, as reasonably necessary in each relevant jurisdiction and, solely in the event of any conflict of interest, one additional counsel (and, if reasonably necessary, one firm of regulatory counsel and one firm of local

Commitment Letter – Page 7

counsel in each relevant jurisdiction) to each such group of similarly situated affected indemnified persons; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are determined to arise from the willful misconduct, bad faith or gross negligence of, or material breach of this Commitment Letter, the Fee Letter or the Credit Documentation by, such indemnified person or its affiliates, controlling persons, directors, officers, employees, partners, members, agents, advisors or representatives (collectively, “related persons”) by a final non-appealable judgment of a court of competent jurisdiction, or to any disputes solely among indemnified persons (or their related persons) (other than any claims against any Commitment Party in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any credit facility), and not arising out of any act or omission of the Borrower, the Target or any of your or their affiliates, and (b) to reimburse each Commitment Party and its affiliates from time to time for all reasonable and documented out-of-pocket expenses (including due diligence expenses, syndication expenses, travel expenses, and limited, in the case of legal fees and expenses, to the reasonable documented fees, charges and disbursements of counsel to the Commitment Parties identified in the Term Sheets, one firm of regulatory counsel and one firm of local counsel, as necessary in each relevant jurisdiction) incurred in connection with the Credit Facilities and any related documentation (including this Commitment Letter, the Fee Letter and the Credit Documentation) (collectively, the “Expenses”); provided that, other than reimbursement obligations relating to enforcement by the Commitment Parties of this Commitment Letter or the Fee Letter, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. No indemnified person or any party hereto shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages arise from the gross negligence, bad faith or willful misconduct of, or material breach of this Commitment Letter, the Fee Letter or the Credit Documentation by, such indemnified person (or related persons) as determined by a final non-appealable judgment of a court of competent jurisdiction. None of the indemnified persons, you, the Sponsor, the Target or any of your or their respective affiliates or the directors, officers, employees, agents, advisors or other representatives of any of the foregoing shall be liable for any special, indirect, 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 or the Credit Facilities (including the use of proceeds thereunder); provided that the provisions of this sentence shall not limit your indemnity obligations to the indemnified persons as provided herein either in respect of damages incurred or paid by an indemnified person to a third party or in respect of out-of-pocket expenses incurred. You shall not be liable for any settlement of any Proceeding effected without your consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent, or if there is a final non-appealable judgment of a court of competent jurisdiction against an indemnified person in any such Proceeding, you agree to indemnify and hold harmless each indemnified person in the manner set forth above. You shall not, without the prior written consent of the affected indemnified person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened Proceeding against such indemnified person in respect of which indemnity has been sought hereunder by such indemnified person unless such settlement (i) includes an unconditional release of such indemnified person in form and substance satisfactory to such indemnified person (which approval shall not be unreasonably withheld or delayed) from all liability or claims that are the subject matter of such Proceeding, (ii) includes confidentiality provisions reasonably satisfactory to such indemnified person, (iii) prohibits the making of negative or disparaging statements or communications about such indemnified person on terms reasonably acceptable to such indemnified person and (iv) does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of such indemnified person. Notwithstanding the foregoing, each indemnified person (and its related persons) shall be obligated to refund and return promptly any and all amounts paid by you under this paragraph to such indemnified person (or such related person) for any such fees, expenses or damages to the extent such indemnified person (or such related person) is not entitled to payment of such amounts in accordance with the terms hereof.

Commitment Letter – Page 8

None of the Commitment Parties and none of their respective affiliates will use confidential information obtained from the Target, the Sponsor, you, your or their respective affiliates or on your or their behalf by your or their respective representatives by virtue of the transactions contemplated hereby or their other relationships with you in connection with the performance by them and their respective affiliates of services for other persons, and none of the Commitment Parties will furnish any such information to such other persons. You also acknowledge that no Commitment Party or its affiliates has an obligation to use in connection with the transactions contemplated hereby, or to furnish to you, the Sponsor or the Target (or any of your or their respective affiliates or representatives) confidential information obtained from other persons.

You further acknowledge that each Commitment Party is a full-service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, Holdings, the Borrower, the Target and other companies with which you, Holdings, the Borrower or the Target may have commercial or other relationships. With respect to any securities and/or financial instruments so held by a Commitment Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties have advised or are advising you on other matters, (b) the Commitment Parties, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties have no obligation to disclose such interests and transactions to you or your affiliates by virtue of any fiduciary, advisory or agency relationship and (e) you waive, to the fullest extent permitted by law, any claims you may have against the Commitment Parties for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Commitment Parties shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your equity holders, employees or creditors. Additionally, you acknowledge and agree that the Commitment Parties are not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby, and the Commitment Parties shall have no responsibility or liability to you with respect thereto. Any review by the Commitment Parties of the Borrower, the Target, the Transactions, the other transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Commitment Parties and shall not be on behalf of you or any of your affiliates. In addition, the Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Target, and such affiliates shall be entitled to the benefits afforded to, and subject to the obligations of, the Commitment Parties under this Commitment Letter.

Commitment Letter – Page 9

This Commitment Letter shall not be assignable by you (except to one or more affiliates of the Sponsor that is a newly formed domestic “shell” entity controlled by the Sponsor and that consummates the Acquisition and to the Target as a result of the Acquisition) without the prior written consent of each Commitment Party (and any purported assignment without such consent shall be null and void), and is, and is intended to be, solely for the benefit of the parties hereto and the indemnified persons and does not, and is not intended to, confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. 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 signature page of this Commitment Letter by facsimile or other electronic transmission (including portable document format (“.pdf”) or similar format) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us with respect to the Credit Facilities and set forth the entire understanding of the parties with respect thereto. THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATING TO THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE TRANSACTIONS, THIS COMMITMENT LETTER, OR THE FEE LETTER, OR THE PERFORMANCE BY US OR ANY OF OUR AFFILIATES OF THE SERVICES CONTEMPLATED HEREBY OR THEREBY.

Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in The City of New York, and any appellate court from any thereof, over any suit, action or proceeding arising out of or relating to this Commitment Letter or the Fee Letter or the transactions contemplated hereby or thereby and agrees not to commence or otherwise support any such suit, action or proceeding other than in such state or federal courts sitting in the Borough of Manhattan in The City of New York. Service of any process, summons, notice or document by registered mail addressed to such person at the address above shall be effective service of process against such person for any suit, action or proceeding brought in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction such person is or may be subject, by suit upon judgment.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person (including, without limitation, other potential providers or arrangers of financing) except (a) to the Sponsor and to your and its respective directors, officers, employees, attorneys, accountants, agents and other advisors on a confidential basis, (b) to the Target and its directors, officers, employees, attorneys, accountants, agents and other advisors on a confidential basis (provided that any disclosure of the Fee Letter or its terms or substance to the Target or its directors, officers, employees, attorneys, accountants, agents or other advisors shall be redacted as reasonably requested by the Commitment Parties but in any event shall be redacted in respect of (i) the amounts, percentages and basis points set forth in numbered paragraphs 1 through 6 thereof and the Flex Provisions, (ii) the economic terms of the Securities Demand and (iii) the Total Cap and Applicable Spread (each as defined therein), unless in each case the Commitment Parties otherwise consent), (c) as

Commitment Letter – Page 10

required by law or regulation or as requested by a governmental authority (in which case, the disclosing party agrees, to the extent permitted by law, to inform the non-disclosing party promptly in advance thereof), (d) the existence and contents of this Commitment Letter (but not the Fee Letter or the contents thereof) may be disclosed in any prospectus or offering memorandum relating to the Senior Notes and/or any other Securities, in any syndication or other marketing materials in connection with the Credit Facilities or in connection with any public filing requirement (it being acknowledged that the fees in the Fee Letter shall be reflected in projections and pro forma information and a generic disclosure of aggregate sources and uses contained in such prospectus, offering memorandum and syndication and other marketing materials) and (e) the Term Sheets may be disclosed to any rating agency in connection with the Transactions; provided that the foregoing restrictions shall cease to apply in respect of the existence and contents of this Commitment Letter (but not in respect of the Fee Letter and its terms and substance) after this Commitment Letter has been accepted by you.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including the good faith negotiation of the Credit Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being understood and agreed that the funding of the Credit Facilities is subject to conditions precedent as set forth herein.

Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), it and each Lender is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow each Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act.

The indemnification, payment of fees, confidentiality, jurisdiction, governing law, no agency or fiduciary duty, venue, waiver of jury trial and syndication provisions (including Flex Provisions as defined in the Fee Letter) contained herein and in the Fee Letter shall remain in full force and effect regardless of whether the Credit Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided that (a) your obligations with respect to syndication (including under the Flex Provisions) shall survive until the expiration of the Syndication Period, (b) on the Closing Date all other such provisions (other than your obligations with respect to the payment of fees and the confidentiality provisions with respect to the Fee Letter) shall automatically be superseded by the Credit Documentation and you shall automatically be released from all liability in connection therewith at such time and (c) you may terminate this Commitment Letter (other than in respect of the confidentiality, indemnification, jurisdiction, governing law, no agency or fiduciary duty, venue and waiver of jury trial provisions) but not the provisions of the Fee Letter relating to the payment of fees (including any “Alternate Transaction” fees) upon written notice to the Initial Lenders at any time (subject to the preceding provisions).

This Commitment Letter amends and restates in its entirety the Commitment Letter, dated as of July 2, 2011, by and among you, Citi, JPMS and JPMCB.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and of the Fee Letter not later than 11:59 p.m., New York time, on July 19, 2011. This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. In the event that the Closing Date does not occur on or before 11:59 p.m., New York time, on the earliest of the date that is (a) December 15, 2011, (b) the closing of the Acquisition (i) in the case of the Senior Secured Credit Facilities, without the use of the Senior

Commitment Letter – Page 11

Secured Credit Facilities or (ii) in the case of the Senior Bridge Facility, without the use of the Senior Bridge Facility and (c) the valid termination of the Acquisition Agreement prior to the closing of the Acquisition, then this Commitment Letter and the commitments and agreements of the Commitment Parties hereunder shall automatically terminate unless we shall, in our discretion, agree to an extension; provided that the termination of any commitment pursuant to this sentence does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Commitment Letter – Page 12

We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,

[Signature Page to Amended and Restated Commitment Letter]

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ David Leland
	Name: David Leland
	Title: Director

[Signature Page to Amended and Restated Commitment Letter]

JPMORGAN CHASE BANK, N.A.
By:	/s/ Vanessa Chiu
	Name: Vanessa Chiu
	Title: Executive Director
J.P. MORGAN SECURITIES LLC
By:	/s/ Uri Birkenfeld
	Name: Uri Birkenfeld
	Title: Vice President

[Signature Page to Amended and Restated Commitment Letter]

UBS LOAN FINANCE LLC
By:	/s/ Kevin T. Pluff
	Name: Kevin T. Pluff
	Title: Leveraged Capital Markets           Executive Director
By:	/s/ Kristine M. Shryock
	Name: Kristine M. Shryock
	Title: Director and Counsel           Region Americas Legal
UBS SECURITIES LLC
By:	/s/ Kevin T. Pluff
	Name: Kevin T. Pluff
	Title: Leveraged Capital Markets           Executive Director
By:	/s/ Kristine M. Shryock
	Name: Kristine M. Shryock
	Title: Director and Counsel           Region Americas Legal

[Signature Page to Amended and Restated Commitment Letter]

DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Sabrina Gill
	Name: Sabrina Gill
	Title: Director
By:	/s/ Eric Pratt
	Name: Eric Pratt
	Title: Director
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
By:	/s/ Sabrina Gill
	Name: Sabrina Gill
	Title: Director
By:	/s/ Eric Pratt
	Name: Eric Pratt
	Title: Director
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Scott Sartorius
	Name: Scott Sartorius
	Title: Managing Director
By:	/s/ William Frauen
	Name: William Frauen
	Title: MD

[Signature Page to Amended and Restated Commitment Letter]

ROYAL BANK OF CANADA
By:	/s/ James S. Wolfe
	Name: James S. Wolfe
	Title: Managing Director           Head of US Leveraged Finance

[Signature Page to Amended and Restated Commitment Letter]

Accepted and agreed to as of
the date first above written,
IVD ACQUISITION CORPORATION
By:	/s/ Ronald Cami
	Name: Ronald Cami
	Title: President

[Signature Page to Amended and Restated Commitment Letter]

EXHIBIT A

Project Imelda

Transaction Summary

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits (including the Annexes thereto) to the Commitment Letter, of which this Exhibit A is a part, and in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

TPG Capital, L.P., and/or one or more of its affiliates and associated funds (collectively, the “Sponsor”) intends to, directly or indirectly, acquire (the “Acquisition”) the company identified to us as Project “Imelda” (the “Target”) all as set forth in the Acquisition Agreement (as defined in Exhibit D).

In connection therewith, it is intended that:

(a) IVD Holdings Inc., a Delaware corporation formed and controlled directly or indirectly by the Sponsor (“Holdings”) and IVD Acquisition Corporation, a Georgia corporation and a direct wholly owned subsidiary of Holdings (“Merger Sub”) has entered into the Acquisition Agreement with the Target, pursuant to which Merger Sub will directly or indirectly acquire the Target by means of either (i) the purchase of a majority of the outstanding shares of the Target pursuant to a cash tender offer, a subsequent issuance of additional shares by the Target to Merger Sub (if necessary) and the subsequent consummation of a short-form merger (the “Short-Form Merger”) or (ii) in the event that the cash tender offer is not completed, a merger transaction approved by the stockholders of the Target (the “Long-Form Merger” and, together with the Short-Form Merger, each a “Merger”), substantially simultaneously with the closing of the Acquisition, with Target being the surviving corporation;

(b) the Sponsor will make cash contributions as common equity and/or, if reasonably satisfactory to the Lead Arrangers, as preferred equity (collectively, to the extent in compliance with clause (c) below, the “Equity Contribution”) directly or indirectly to Holdings, which will in turn be contributed to the Borrower in the form of common stock, and/or if on terms reasonably satisfactory to the Lead Arrangers, preferred equity;

(c) together with any rollover equity, the Equity Contribution will constitute an aggregate amount not less than 35% of the sum (the “Sum”) of (i) the aggregate principal amount of the Senior Secured Credit Facilities funded on the Closing Date, excluding (x) any amounts funded under the Revolving Facility to fund upfront fees or original issue discount and (y) the aggregate principal amount of any increase in the principal amount of the Term Facility to fund upfront fees or original issue discount pursuant to the Flex Provisions of the Fee Letter or the issuance of the Senior Notes or other Securities, (ii) the aggregate principal amount of the Senior Notes or other Securities (as defined in the Fee Letter) issued and/or the aggregate principal amount of the Initial Bridge Loans funded, as applicable, on the Closing Date, excluding the aggregate principal amount of any increase in the principal amount thereof in order to fund any original issue discount on the Senior Notes or other Securities issued on the Closing Date and (iii) the Equity Contribution; provided the aggregate amount of the rollover equity does not exceed 5.0% of the Sum;

Transaction Summary

Exhibit A – Page 1

(d) the Borrower will obtain senior secured credit facilities (the “Senior Secured Credit Facilities”) comprised of (i) a $600 million term loan B facility (subject to increase as set forth in Exhibit B hereto and otherwise having the terms set forth in Exhibit B hereto) and (ii) a $100 million revolving credit facility having the terms set forth in Exhibit B hereto;

(e) the Borrower will obtain $400 million in gross cash proceeds (subject to increase as set forth in Exhibit C hereto) from (A) the issuance of senior unsecured notes (the “Senior Notes”) in a Rule 144A or other private placement, (B) if the Senior Notes are not issued in full, a senior unsecured bridge facility having the terms set forth in Exhibit C hereto (the “Senior Bridge Facility” and, together with the Senior Secured Credit Facilities, the “Credit Facilities”) or (C) if the Senior Notes are not issued in full, a combination of (A) and (B); and

(f) the proceeds of the (i) Equity Contribution, (ii) the Senior Secured Credit Facilities and (iii) the Senior Notes and/or the Senior Bridge Facility (as applicable) will be used to pay the consideration and other amounts owing in connection with the Acquisition under the Acquisition Agreement, to repay certain existing indebtedness and hedging obligations of the Target and its subsidiaries (if any), to pay all fees, costs and expenses incurred in connection with the Transactions (as defined below) and related transactions (including to fund any original issue discount and upfront fees) and to provide working capital and fund other general corporate purposes.

The transactions described above are collectively referred to herein as the “Transactions.” For purposes of this Commitment Letter and the Fee Letter, “Closing Date” shall mean the date of the initial funding of the relevant Credit Facilities and the consummation of the Acquisition (including the Merger).

Transaction Summary

Exhibit A – Page 2

EXHIBIT B

Project Imelda

Senior Secured Credit Facilities

Summary of Principal Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the Senior Secured Credit Facilities. Capitalized terms used but not defined herein shall have the respective meanings set forth in the amended and restated commitment letter to which this Exhibit B is attached or Exhibits A, C or D (including the Annexes thereto) attached thereto.

PARTIES
Borrower:	Initially, Merger Sub, and upon consummation of the Acquisition, the Target as the survivor of the Merger contemplated thereby (the “Borrower”).
Guarantors:	All obligations of the Borrower (collectively, the “Borrower Obligations”) under the Senior Secured Credit Facilities and under any swap agreement and any cash management arrangement, in each case entered into with any person that is a Senior Lender (as defined below) (or any person that is an affiliate of a Senior Lender) at the time such transaction is entered into will be unconditionally guaranteed jointly and severally on a senior basis (the “Guarantees”) by the Borrower’s immediate parent company (“Holdings”) and each of the Borrower’s existing or subsequently organized or acquired direct or indirect, domestic, wholly owned Restricted Subsidiaries (as defined below) other than (a) Immaterial Subsidiaries (the definition thereof to be mutually agreed), (b) any subsidiary that is prohibited by law, regulation or material contractual obligation existing on the Closing Date (or in the case of any future acquisition, of the acquired company and in effect as of the closing date of such acquisition) from granting such guarantee or that would require a governmental (including regulatory) consent, approval, license or authorization in order to grant such guarantee or third party consent, (c) any subsidiary that is treated as a disregarded entity and that has no material assets other than the equity of one or more non-domestic subsidiaries that are “controlled foreign corporations” within the meaning of section 957(a) of the Internal Revenue Code of 1986, as amended (a “CFC”) (any such entity, together with any non-domestic subsidiary, a “Foreign Subsidiary”), (d) special purpose entities used for securitization facilities and any other newly formed special purpose entity; (e) any domestic subsidiary that is a subsidiary of a Foreign Subsidiary that is a CFC and (f) any subsidiary to the extent that the burden or cost of obtaining a guaranty outweighs the benefit afforded thereby as reasonably determined by the Administrative Agent and the Borrower (the “Subsidiary Guarantors”; and together with Holdings, the “Guarantors”; the Borrower and the Guarantors, collectively, the “Loan Parties”).

Term Sheet – Senior Credit Facilities

Exhibit B – Page 1

	“Restricted Subsidiary” means any existing and future direct or indirect subsidiary of the Borrower other than an Unrestricted Subsidiary.
	“Unrestricted Subsidiary” means any subsidiary designated as such on the Closing Date or thereafter in accordance with the Senior Credit Documentation and subject to pro forma compliance with a Total Net Leverage Ratio (to be defined in a manner consistent with Senior Secured Net Leverage Ratio except the applicable indebtedness shall include all such indebtedness whether secured or unsecured) test of 6.50 : 1.00.
Lead Arrangers, Lead Bookrunners, Joint Bookrunner, Co-Syndication Agents and Co-Documentation Agents:	Citi and JPMS will act as co-lead arrangers and as joint lead bookrunners for the Senior Secured Credit Facilities and will perform the duties customarily associated with such roles (in such capacities, the “Senior Lead Arrangers”), UBSS will act as joint bookrunner for the Senior Secured Credit Facilities, JPMS and UBSS will act as co-syndication agents for the Senior Secured Credit Facilities and RBC and DBSI will act as co-documentation agents for the Senior Secured Credit Facilities.
Administrative Agent and Collateral Agent:	Citi will act as sole and exclusive administrative agent and sole and exclusive collateral agent (in such capacity, the “Administrative Agent”) for the Senior Lenders (as defined below).
Senior Lenders:	A syndicate of banks, financial institutions and other entities, including the Initial Senior Lenders, but excluding Disqualified Institutions, arranged by the Senior Lead Arrangers and, in the case of Lenders under the Revolving Facility, reasonably acceptable to the Borrower and the Sponsor (collectively, the “Senior Lenders”).
TYPES AND AMOUNTS OF SENIOR SECURED CREDIT FACILITIES
A. Term Loan B Facility:
Type and Amount:	A term loan facility (the “Term Facility”) in an aggregate principal amount of $600 million, plus at the Borrower’s election, an additional aggregate principal amount (without duplication of any increase in the borrowings under the Revolving Facility on the Closing Date for such purpose) to fund any original issue discount or upfront fees resulting from the Flex Provisions (as defined in the Fee Letter) or the issuance of the Senior Notes or other Securities (the loans thereunder, the “Term B Loans” and, together with any term loans issued under the Incremental Term Facilities or the Refinancing Term Facilities, the “Term Loans”).
Amortization:	Commencing on the last day of the first full fiscal quarter ended after the Closing Date, the Term B Loans shall be repayable in equal quarterly installments of 1.00% per annum of the original principal amount of the Term B Loans, with the balance payable on the date that is 7 years following the Closing Date.

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 2

Maturity:	7 years following the Closing Date; provided, that the Senior Credit Documentation shall provide the right for the Borrower to extend the maturity of the Term Loans pursuant to one or more tranches with only the consent of the respective extending Senior Lenders on customary terms; it being understood that each Senior Lender under the Term Facility that is being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Senior Lender under such Term Facility.
Availability:	The Term B Loans shall be made in a single drawing on the Closing Date. Repayments and prepayments of the Term Loans may not be reborrowed.
Use of Proceeds:	The proceeds of the Term B Loans will be used to finance a portion of the Acquisition, to refinance certain existing indebtedness and hedging obligations of the Target and its subsidiaries (if any) and to pay fees and expenses related to the Transactions.
B. Revolving Facility:
Type and Amount:	A revolving credit facility (the “Revolving Facility”; the commitments thereunder, the “Revolving Commitments”) in an aggregate principal amount of $100 million (the loans thereunder, together with (unless the context otherwise requires) the Swingline Loans referred to below, the “Revolving Loans” and, together with the Term Loans, the “Loans”). Amounts under the Revolving Facility will be available in U.S. dollars, GBP and Euros and in such other currencies as the Borrower and the Administrative Agent may agree (subject to sublimits for such non-U.S. currencies to be agreed upon) on terms to be agreed.
Availability:	The Revolving Facility shall be available (subject to the following paragraph) on a revolving basis during the period commencing on the Closing Date and ending on the date that is 5 years after the Closing Date (the “Revolving Termination Date”). Revolving Loans shall be made available on the Closing Date in an aggregate principal amount of up to $25 million (i) to pay fees and expenses related to the Transactions and the cash collateralization of Letters of Credit, (ii) to fund any original issue discount or upfront fees to the extent resulting from the Flex Provisions (as defined in the Fee Letter) or the issuance of the Senior Notes or other Securities and (iii) to fund working capital needs. Letters of Credit (as defined below) may be issued on the Closing Date to backstop or replace letters of credit, guarantees and performance or similar bonds outstanding on the Closing Date (including by “grandfathering” such existing letters of credit in the Revolving Facility).

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 3

Maturity:	The Revolving Termination Date; provided, that the Senior Credit Documentation shall provide the right for the Borrower to extend the maturity of the commitments and/or outstandings under the Revolving Facility pursuant to one or more tranches with only the consent of the respective extending Senior Lenders on customary terms; it being understood that each Senior Lender under the Revolving Facility that is being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Senior Lender under such Revolving Facility.
Letters of Credit:	A portion of the Revolving Facility not in excess of an amount to be agreed upon but no less than $25 million shall be available for the issuance of standby letters of credit and commercial letters of credit (the “Letters of Credit”) by the Administrative Agent and other Senior Lenders under the Revolving Facility (if any) (with allocations among the Administrative Agent and such other Senior Lenders to be mutually agreed) that agree in writing with the Borrower and the Administrative Agent to issue Letters of Credit (in such capacity, the “Issuing Lender”). No Letter of Credit shall have an expiration date after the earlier of (a) 1 year after the date of issuance and (b) 5 business days prior to the Revolving Termination Date; provided that any Letter of Credit may provide for the renewal thereof for additional one-year periods (which shall not extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped on the Revolving Termination Date pursuant to arrangements reasonably acceptable to the Issuing Lender). The face amount of any outstanding Letter of Credit (and, without duplication, any unpaid drawing in respect thereof) will reduce availability under the Revolving Facility on a dollar-for-dollar basis.
	Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Loans) within one business day. To the extent that the Borrower does not so reimburse the Issuing Lender, the Senior Lenders under the Revolving Facility shall be irrevocably and unconditionally obligated to fund participations in the reimbursement obligations on a pro rata basis.
Swingline Loans:	A portion of the Revolving Facility in an amount to be mutually agreed upon shall be available for swingline loans (the “Swingline Loans”) from the Administrative Agent and other Senior Lenders under the Revolving Facility that agree in writing with the Borrower and the Administrative Agent to provide Swingline Loans on same-day notice (in such capacity, the “Swingline Lender”). Any Swingline Loans will reduce availability under the Revolving Facility on a dollar-for-dollar basis. Each Senior Lender under the Revolving Facility shall be irrevocably and unconditionally required to purchase, under certain circumstances, a pro rata participation in each Swingline Loan on a pro rata basis.

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 4

Use of Proceeds:

The proceeds of the Revolving Loans may be used (a) on the Closing Date, as set forth above under the caption “Availability” and (b) after the Closing Date, to finance the working capital needs and other general corporate purposes of Holdings and its subsidiaries, and for any other purpose not prohibited by the Senior Credit Documentation (as defined below). Additionally, subject to the foregoing limitations, Letters of Credit may be issued on the Closing Date to backstop or replace letters of credit, guarantees and performance or similar bonds outstanding on the Closing Date.

C. Incremental Facility:

The Senior Secured Credit Facilities will permit the Borrower to add one or more incremental term loan facilities to the Senior Secured Credit Facilities (each, an “Incremental Term Facility”) and/or increase commitments under the Revolving Facility and/or Term Facility (any such increase, an “Incremental Increase”) and/or add one or more incremental revolving credit facility tranches (provided that, notwithstanding anything to the contrary contained herein, in no event shall there exist more than three revolving tranches under the Senior Documentation at any time) (each an “Incremental Revolving Facility”, the Incremental Term Facilities, the Incremental Increases and the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities”) in an aggregate amount of up to (a) $150 million in the aggregate plus (b) an unlimited amount at any time subject to compliance on a pro forma basis with a Senior Secured First Lien Net Leverage Ratio (to be defined in a manner consistent with Senior Secured Net Leverage Ratio except the applicable indebtedness shall be limited to all such indebtedness secured by a first priority lien) (assuming for such purpose (x) that the cash proceeds of such Incremental Facility are not netted from indebtedness for purposes of calculating the Senior Secured First Lien Net Leverage Ratio and (y) in the case of any Incremental Revolving Facility or any Incremental Increase of a Revolving Facility, a full drawing of such Incremental Revolving Facility or such Incremental Increase) no greater than 3.75:1.0 (each such amount, an “Available Incremental Amount”); provided that (i) no existing Lender will be required to participate in such Incremental Facility without its consent, (ii) no default or event of default under the Senior Secured Credit Facilities would exist prior to or after giving effect thereto, (iii) the Incremental Facilities will (A) rank pari passu in right of payment and (B) be secured on either a pari passu or junior basis with the existing Senior Secured Credit Facilities, (iv) the maturity date of any such Incremental Term Facility shall be no earlier than the maturity date of the Term Facility and the weighted average life of such Incremental Term Facility shall be no shorter than the then remaining weighted average life of the Term Facility, (v) in the case of an Incremental Increase, such Incremental Increase shall be on the same terms and pursuant to the same documentation applicable to the Term Facility or Revolving Facility, as applicable, (vi) the interest rate margins and (subject to clause (iv)) amortization schedule applicable to any Incremental Facility shall be determined by the Borrower and the lenders thereunder; provided that with respect to any Incremental Facility made on or prior to the date that is 18 months

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 5

after the Closing Date, if the “yield” (to be defined to include interest rate margins, LIBOR floor, upfront payments and OID (equated to the interest rate based upon an assumed four year average life to maturity) but excluding any structuring, commitment and arranger fees or other fees not paid to Lenders generally) of any Incremental Facility exceeds the yield on the Term Facility or Revolving Facility, as applicable (calculated in the same manner), by more than 50 basis points, the applicable margins for the Term Facility or Revolving Facility, as applicable, shall be increased to the extent necessary so that the yield on the Term Facility or Revolving Facility, as applicable, is 50 basis points less than the yield on such Incremental Facility (it being agreed that any increase in yield to any existing facility required due to the application of a LIBOR floor on any Incremental Facility shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR floor applicable to such existing facility), (vii) any fees (other than OID, upfront payments or other fees payable to all Lenders generally under such Incremental Facility) payable in connection with any such Incremental Facility shall be determined by the Borrower and the lenders providing such Incremental Facility, (viii) the representations and warranties in the Senior Credit Documentation shall be true and correct in all material respects as of the date of such Incremental Facility and (ix) any Incremental Facility shall be otherwise on terms and pursuant to documentation to be determined by the Borrower and the lenders thereunder; provided that to the extent such documentation differs from the Term Facility (or Revolving Facility, as applicable) except as otherwise expressly permitted by this paragraph, such documentation shall be reasonably satisfactory to the Administrative Agent. Any Incremental Facility shall be secured by liens on the Collateral (which may be secured on a pari passu or junior lien basis, as selected by the Borrower); provided that any Incremental Facility secured on a junior lien basis to be incurred under clause (b) of the Available Incremental Amount shall be subject to compliance with a Senior Secured Net Leverage Ratio (as defined below) of 4.00: 1.00 (assuming for such purpose (x) that the cash proceeds of such Incremental Facility are not netted from indebtedness for purposes of calculating the Senior Secured Net Leverage Ratio and (y) in the case of any Incremental Revolving Facility or any Incremental Increase of a Revolving Facility, a full drawing of such Incremental Revolving Facility or such Incremental Increase) in lieu of the Senior Secured First Lien Net Leverage Ratio test set forth in such clause (b).

The Borrower may seek commitments in respect of the Incremental Facilities, in its sole discretion, from existing Lenders (or, in the case of any Incremental Revolving Facility or Incremental Increase with respect to the Revolving Facility, any existing Lender under the Revolving Facility) (each of which shall be entitled to agree or decline to participate in its sole discretion) and, subject to the reasonable consent of the Administrative Agent (solely to the extent such consent would be required for an assignment to any such Lender under the Senior Secured Credit Facilities) (and, in the case of any Incremental

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 6

Revolving Facility or Incremental Increase with respect to the Revolving Facility, each Swingline Lender and each Issuing Lender, solely to the extent such consent would be required for an assignment to any such Lender under the Revolving Facility), additional banks, financial institutions and other institutional lenders or investors who will become Lenders in connection therewith (“Additional Lenders”); provided that to the extent that any portion of any such Incremental Facility is provided by the Sponsor or any Non-Debt Fund Affiliate (other than any Incremental Revolving Facility or Incremental Increase with respect to the Revolving Facility (it being understood that neither the Sponsor nor any affiliate thereof shall be permitted to provide any such Incremental Facility)), such provision shall be subject to the same restrictions that would be applicable to any purchase by or assignment to the Sponsor or such affiliate of any Term Loans as set forth under “Assignments and Participations” below.

The proceeds of any Incremental Facility may be used to finance working capital needs and for general corporate purposes.

In addition, the Borrower may, in lieu of adding Incremental Facilities, utilize any part of the Available Incremental Amount at any time by issuing or incurring Incremental Equivalent Debt (as defined below), subject to customary conditions to be agreed (such as customary intercreditor documentation reasonably acceptable to the Administrative Agent, if applicable) and provided that, any Incremental Equivalent Debt that is secured on a junior lien basis or is unsecured to be incurred under clause (b) of the Available Incremental Amount shall be subject to pro forma compliance with a Senior Secured Net Leverage Ratio of 4.00: 1.00 (assuming for such purpose that the cash proceeds of such Incremental Equivalent Debt are not netted from indebtedness for purposes of calculating the Senior Secured Net Leverage Ratio) in lieu of the Senior Secured First Lien Net Leverage Ratio test set forth in such clause (b) (it being understood that any calculation of the Senior Secured First Lien Net Leverage Ratio or Senior Secured Net Leverage Ratio for purposes of determining the Available Incremental Amount under the Senior Credit Documentation shall include all Incremental Equivalent Debt in the numerator thereof).

“Incremental Equivalent Debt” means indebtedness in an amount not to exceed the then available Available Incremental Amount incurred by one or more Loan Parties consisting of the issuance of senior secured first lien or junior lien notes, subordinated notes or senior unsecured notes, in each case issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, or secured or unsecured “Mezzanine” debt, in each case on terms and subject to conditions to be mutually agreed; provided that such Incremental Equivalent Debt shall not be subject to the requirement set forth in clause (vi) of the first paragraph in this “Incremental Facility” section.

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 7

Refinancing Facility: The Senior Credit Documentation will permit the Borrower to refinance loans under the Term Facility or loans and commitments under the Revolving Facility from time to time, in whole or part, in a principal amount not to exceed the principal amount of indebtedness so refinanced (plus any accrued but unpaid interest and fees payable by the terms of such indebtedness thereon and reasonable fees, expenses and original issue discount incurred in connection therewith), with (x) one or more new term facilities under the Senior Credit Documentation (each, a “Refinancing Term Facility”) or, in the case of a refinancing of loans and commitments under the Revolving Facility, one or more new revolving credit facilities under the Senior Credit Documentation (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), in each case with the consent of the Borrower and the Lenders providing such Refinancing Facility (it being understood that such Refinancing Facility may be provided by existing Lenders (or, in the case of any Refinancing Revolving Facility, existing Lenders with commitments under the Revolving Facility) (each of which shall be entitled to agree or decline to participate in its sole discretion) and, subject to the reasonable consent of the Administrative Agent (solely to the extent such consent would be required for an assignment to any such Lender under the Senior Secured Credit Facilities) (and, in the case of any Refinancing Revolving Facility, each Swingline Lender and each Issuing Lender, solely to the extent such consent would be required for an assignment to any such Lender under the Revolving Facility), additional banks, financial institutions and other institutional lenders or investors who will become Lenders in connection therewith or (y) in the case of the Term Facility, with one or more additional series of senior or junior unsecured notes or loans or senior secured notes that will be secured by the Collateral on a pari passu basis with the Senior Secured Credit Facilities, subject to customary pari passu intercreditor arrangements reasonably satisfactory to the Administrative Agent, or secured notes that will be secured on a junior lien basis to the Senior Secured Credit Facilities, which will be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent (any such notes or loans, “Refinancing Notes” and, together with the Refinancing Facilities, the “Refinancing Debt”); provided that (i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life than, loans under the Term Facility being refinanced, (ii) any Refinancing Revolving Facility does not mature prior to the maturity date of the Revolving Facility being refinanced, (iii) there shall be no obligors in respect of any Refinancing Facilities that are not Loan Parties, (iv) there shall be no more than three outstanding tranches under the Revolving Facility and any Refinancing Revolving Facility and (v) the other terms and conditions of such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing and optional prepayment or redemption terms) are

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Exhibit B – Page 8

	substantially identical to, or less favorable to the investors providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, those applicable to the Term Facility or Revolving Facility being refinanced (except for covenants or other provisions applicable only to periods after the latest final maturity date of Term Facility and Revolving Facility existing at the time of such refinancing).
CERTAIN PAYMENT PROVISIONS
Fees and Interest Rates:	As set forth on Annex I.
Optional Prepayments and Commitment Reductions:	Loans may be prepaid and commitments may be reduced, in whole or in part, in minimum amounts to be agreed, at the option of the Borrower at any time upon one business day’s prior notice (or, in the case of a prepayment of Eurodollar Loans, three business days’ prior notice), with a premium of 1.00% for prepayments of the Term Facility prior to the first anniversary of the Closing Date and applicable to repricing transactions, and without premium or penalty thereafter, subject to reimbursement of the Senior Lenders’ redeployment costs in the case of a prepayment of Eurodollar Loans prior to the last day of the relevant interest period. Optional prepayments of the Term Loans shall be applied to the relevant Term Loan and the installments thereof as directed by the Borrower.
Mandatory Prepayments:	The following amounts shall be applied to prepay (or offered to prepay, in the circumstances provided below) the Term Loans, in each case with customary carveouts and exceptions.
	(1) 100% of the net cash proceeds of any incurrence of debt (other than (a) net cash proceeds of any permitted offering of Senior Notes or other debt securities applied to repay Initial Bridge Loans and (b) debt otherwise permitted under the Senior Credit Documentation).
	(2) 100% of the net cash proceeds in excess of an amount to be agreed per transaction (or series of related transactions) and an amount to be agreed per fiscal year of any non-ordinary course sale or other disposition by the Borrower or any of the Borrower’s Restricted Subsidiaries of any assets including as a result of casualty or condemnation (subject to reinvestment of such proceeds in the business of the Borrower or its subsidiaries, within (A) 12 months following receipt or (B) if the Borrower or its subsidiaries have contractually committed to reinvest such proceeds within 12 months following receipt, 18 months following receipt, although in any event prior to the date of any required “offer to purchase” under the Senior Bridge Facility or the Senior Notes) (collectively, the “Asset Disposition Proceeds”). The foregoing requirement (a) shall not apply to dispositions of inventory, obsolete or worn-out property or property no longer used or useful in such person’s business, and (b) shall be subject to other customary exceptions.

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 9

	(3) 50% of Excess Cash Flow (to be defined in a manner consistent with the Documentation Principles and as described below) for each fiscal year of the Borrower (commencing with the first full fiscal year ended after the Closing Date); provided that the foregoing percentage shall be subject to step-downs to 25% and 0% based on a Senior Secured Net Leverage Ratio to be agreed; provided, further, that, without duplication, voluntary prepayments of the Term Loans and the Revolving Loans (to the extent accompanied by a permanent reduction of the relevant commitment) made from the beginning of the relevant period and prior to the relevant Excess Cash Flow prepayment date (except to the extent financed with long-term indebtedness (other than revolving indebtedness)) will reduce the amount of Excess Cash Flow prepayments required on a dollar-for-dollar basis, and Excess Cash Flow shall be reduced, among other things, by cash used for capital expenditures and certain permitted investments made or committed to be made during the relevant period prior to the date of payment of such Excess Cash Flow (in each case except to the extent financed with long-term indebtedness (other than revolving indebtedness)).
	“Excess Cash Flow” will be defined giving effect to the Documentation Principles, and will include (without limitation and without duplication) deductions (or additions, as applicable) for cash foreign currency translation charges or gains, prepayments or repayments of long-term indebtedness (other than, except to the extent consisting of amortization payments, the Loans), except to the extent financed with long term indebtedness (other than revolving indebtedness), certain permitted dividends or distributions, except to the extent financed with long term indebtedness (other than revolving indebtedness), gains from mandatory prepayment events described in paragraph (2) above (to the extent increasing net income) and losses and gains in respect of swap agreements.
	Mandatory prepayments of the Term Loans shall be applied in direct order of maturity.
	The Revolving Loans and Swingline Loans shall be prepaid and the Letters of Credit shall be cash collateralized or replaced to the extent extensions of such credit exceed the Revolving Commitments. Mandatory prepayments in clauses (2) and (3) above shall be subject to customary limitations under the Senior Credit Documentation to the extent required to be made from cash at Foreign Subsidiaries, the repatriation of which would (a) be prohibited by applicable law; provided that Holdings and its restricted subsidiaries shall take all commercially reasonable actions available under local law to permit such repatriation or (b) result in materially adverse tax consequences.
Collateral:	The Borrower Obligations and the obligations of each other Loan Party under the Guarantees shall be secured by a perfected first-priority security interest (subject to permitted liens to be agreed but including, in any event, liens permitted to exist after the Closing

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 10

Date pursuant to the Acquisition Agreement) in substantially all of the tangible and intangible assets (including, without limitation, capital stock) of the Borrower and the Guarantors (including a pledge of the capital stock of the Borrower owned by Holdings), but limited, in the case of Foreign Subsidiaries, to 65% of the capital stock of first-tier Foreign Subsidiaries) (the “Collateral”).

Notwithstanding the foregoing, the Collateral will exclude (a) commercial tort claims below a threshold to be agreed, (b) leasehold real property and immaterial fee-owned real property (it being understood that there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters), (c) equity interests in joint ventures or any non wholly-owned subsidiaries, but only to the extent that the organizational documents or other agreements with the other equity holders do not permit or restrict the pledge of such equity interests, (d) margin stock, (e) security interests to the extent the same would result in materially adverse tax consequences to the Borrower as reasonably determined by the Borrower, (f) any intent-to-use application trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (g) vehicles and any other assets subject to certificates of title, (h) any property and assets the pledge of which would require governmental consent, approval, license or authorization (to the extent not obtained), and (i) other customary exceptions to be agreed.

Notwithstanding anything to the contrary contained herein, (a) the Loan Parties shall not be required to grant a security interest in any Collateral or perfect a security interest in any Collateral to the extent the burden or cost of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably determined by the Administrative Agent or in any agreement, license or lease if the granting of a security interest therein would be prohibited by enforceable anti-assignment provisions of such agreement, license or lease, as applicable, or applicable law, or with respect to any assets to the extent such a pledge would violate the terms of any written agreement, license, lease or applicable law with respect to such assets (in each case, after giving effect to relevant provisions of the Uniform Commercial Code and other relevant legislation) or would trigger termination pursuant to any “change of control” or similar provision under such written agreement, license or lease as in effect on July 2, 2011, (b) control agreements and perfection by “control” (other than in respect of certificated equity interests otherwise required to be pledged) shall not be required with respect to any of the Collateral (including, without limitation, deposit accounts, other bank or security accounts, etc.), (c) no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a Uniform Commercial Code financing statement and (d) no foreign law security or pledge agreements or actions in foreign jurisdictions shall be required.

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 11

CERTAIN CONDITIONS
Initial Conditions:	The availability of the Senior Secured Credit Facilities on the Closing Date (as described under the heading “Availability” above) will be subject solely to the conditions precedent set forth on Exhibit D.
On-Going Conditions:	The making of each Loan or the issuance of a Letter of Credit after the Closing Date shall be conditioned upon (a) the accuracy in all material respects of all representations and warranties in the Senior Credit Documentation, except with respect to representations and warranties that are qualified by materiality or material adverse effect, in which case they shall be accurate in all respects, (b) there being no default or event of default in existence at the time of, or after giving effect to the making of, such extension of credit and (c) receipt of the notice of borrowing.
DOCUMENTATION
Senior Credit Documentation:	The Credit Documentation for the Senior Secured Credit Facilities (the “Senior Credit Documentation”) shall include standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the Documentation Principles.
Representations and Warranties:	Limited to the following (to be applicable to Holdings, the Borrower and Restricted Subsidiaries only): financial statements; no Material Adverse Effect (as defined below); organization; existence; compliance with laws; corporate or other power and authority; due authorization, execution, enforceability and delivery of Senior Credit Documentation; no violation or conflict with law, organizational documents or agreements; material governmental approvals and consents; ERISA and labor matters; litigation; environmental matters; ownership of property; taxes; federal margin regulations; Investment Company Act; PATRIOT ACT, accuracy of disclosure; solvency at closing (such representation and warranty to contain a definition of solvency consistent with the solvency certificate in the form set forth in Annex I attached to Exhibit D of the Commitment Letter); subsidiaries; intellectual property; projections; OFAC; status as senior debt (if applicable) and the creation, validity, perfection and priority of security interests, subject, in the case of each of the foregoing, to customary qualifications and limitations for materiality to be provided in the Senior Credit Documentation and subject further, on the Closing Date only, to the Certain Funds Provision.
	“Material Adverse Effect” means (a) a material adverse effect on the business, assets, financial condition or results of operations of Holdings and its Restricted Subsidiaries, taken as a whole, (b) a material and adverse effect on the rights and remedies of the Administrative Agent or any Lender under any Senior Credit

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Exhibit B – Page 12

	Documentation or (c) a material and adverse effect on the ability of the Borrower or any Guarantor to perform its payment obligations under any Senior Credit Documentation.
Affirmative Covenants:	Limited to the following (to be applicable to Holdings, the Borrower and its Restricted Subsidiaries): financial statements and other appropriate reporting or notification requirements; annual budgets; certificates; notices; payment of taxes; preservation of existence; maintenance of properties; maintenance of insurance; compliance with laws; books and records; inspection rights; commercially reasonable efforts to maintain credit ratings (but not a specified rating); covenant to guarantee obligations and give security (including after-acquired property); compliance with environmental laws; designation of subsidiaries; quarterly lenders call, MD&A and further assurances (including as to security); subject in the case of each of the foregoing covenants, to exceptions and qualifications to be provided in the Senior Credit Documentation.
Financial Covenant:	With respect to the Revolving Facility only, the Senior Credit Documentation will contain the following financial covenant (with levels to be agreed upon, which levels in any case will be set to reflect a 30% (on a non-cumulative basis) cushion (subject to any increase in such cushion agreed to by the Lead Arrangers) to Consolidated EBITDA from the Sponsor’s model (together with any updates or modifications thereto reasonably agreed between the Sponsor and the Commitment Parties or as necessary to reflect any exercise of the Flex Provisions (as defined in the Fee Letter)), tested (x) on the last day of each fiscal quarter if any credit extensions (other than cash collateralized Letters of Credit) are outstanding under the Revolving Facility on such date and (y) upon each credit extension under the Revolving Facility (other than cash collateralized Letters of Credit), in the case of this clause (y), to be calculated as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered on a pro forma basis.
	Senior Secured Net Leverage Ratio: a maximum leverage ratio, to be set forth in the Senior Credit Documentation as the ratio (the “Senior Secured Net Leverage Ratio”) of (i) consolidated secured indebtedness (comprised of indebtedness for borrowed money (including pursuant to the Senior Credit Documentation), purchase money indebtedness, capitalized lease obligations, obligations represented by promissory notes and guarantees of any of the foregoing obligations of the Borrower and its Restricted Subsidiaries (excluding amounts under undrawn letters of credit, but including unpaid termination payments under secured swap agreements), in each case, which is secured by a lien) minus unrestricted cash and cash equivalents in an amount not to exceed $75 million to (ii) trailing four-quarter Consolidated EBITDA (as described below).
	For purposes of the Senior Credit Documentation, “Consolidated EBITDA” shall be consistent with the Documentation Principles and

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Exhibit B – Page 13

	shall include caps on addbacks for cost savings and synergies consistent with the Documentation Principles and “Consolidated Net Income” shall be consistent with the Documentation Principles.
	For purposes of determining compliance with the Financial Covenant, cash equity contributions (which equity shall be common equity or other “qualified” equity on terms reasonably acceptable to the Administrative Agent) made to the Borrower on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for such period and designated on the date of such contribution as a “Specified Equity Contribution” with respect to such period will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA for purposes of determining compliance with the Financial Covenant at the end of such period and applicable subsequent periods which include the last fiscal quarter of such period (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period, there shall be no more than two fiscal quarters in which a Specified Equity Contribution is made and there shall be no more than five Specified Equity Contributions made over the term of the Senior Secured Credit Facilities, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Financial Covenant and (c) the Specified Equity Contributions shall be counted solely for the purposes of compliance with the Financial Covenant and shall not be included for any other purpose including for purposes of determining pricing, mandatory prepayments and the availability or amount of any covenant baskets and shall not result in any pro forma debt reduction or increase in cash with respect to the quarter with respect to which such Specified Equity Contribution was made. The Senior Credit Documentation will contain a customary standstill provision with regard to exercise of remedies during the period in which any Specified Equity Contribution will be made.
	For purposes of the Senior Credit Documentation, “Fixed Charge Coverage Ratio” (and component definitions) will be defined to include, without limitation, a ratio of trailing four quarter Consolidated EBITDA to trailing four quarter fixed charges (comprised of consolidated net interest expense and dividends on preferred stock and disqualified stock during such period).
Negative Covenants:	Limited to the following (to be applicable to Holdings (but only with respect to clause (d) below), the Borrower and Restricted Subsidiaries only) limitations on incurrence of: liens; indebtedness; fundamental changes; asset sales; restricted payments (including dividends, restricted investments and prepayments of subordinated or unsecured debt); material changes in nature of business; transactions with affiliates; restrictions on subsidiary distributions and negative pledge clauses; use of proceeds; amendment of material subordinated or unsecured debt; permitted activities of Holdings; and changes in fiscal year.

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Exhibit B – Page 14

Baskets and exceptions to the foregoing covenants will include, among others:

(a)    Indebtedness: (i) under Incremental Facilities, Incremental Equivalent Debt and Refinancing Facilities, (ii) unsecured and/or subordinated indebtedness of Loan Parties subject to a minimum Fixed Charge Coverage Ratio (with customary pro forma adjustments, including for “run rate” cost savings and synergies, the “FCCR”) of 2.0:1.0 (such indebtedness, “Ratio Debt”); provided that such debt matures at least 90 days outside the Senior Secured Credit Facilities with no mandatory amortization or mandatory prepayments (other than asset sale and change of control mandatory offers to purchase customary for high yield debt securities) prior to such date, (iii) unsecured indebtedness in an amount equal to any cash equity contribution (other than in connection with a Specified Equity Contribution or other excluded contributions) to the extent such cash equity contribution shall not be counted for purposes of the builder or other restricted payment baskets set forth below, (iv) indebtedness incurred or assumed in connection with any Permitted Acquisition so long as, after giving pro forma effect thereto and to any related specified transactions, either (A) the Borrower could incur $1.00 of Ratio Debt or (B) the Total Net Leverage Ratio would be no greater than 6.50:1.00; provided that such debt may be secured if it is (x) assumed existing first lien secured debt, subject to pro forma compliance with a Senior Secured First Lien Net Leverage Ratio of 3.75:1.00 or assumed existing junior lien secured debt, subject to pro forma compliance with a Senior Secured Net Leverage Ratio of 4.00 : 1.00 (or after giving pro forma effect to such incurrence (and any related specified transactions) the Senior Secured First Lien Net Leverage Ratio or the Senior Secured Net Leverage Ratio, as applicable, shall be no greater than the Senior Secured First Lien Net Leverage Ratio or the Senior Secured Net Leverage Ratio, as applicable, immediately prior to giving effect thereto) or (y) shall be incurred under any Incremental Facility; provided that if such debt is unsecured or secured by a junior lien, such debt matures at least 90 days outside the Senior Secured Credit Facilities with no mandatory amortization or mandatory prepayments (other than asset sale and change of control mandatory offers to purchase customary for high yield debt securities) prior to such date and (v) a fixed dollar general basket to be agreed;

(b)    Liens (i) on the Collateral securing Incremental Facilities and Refinancing Debt otherwise permitted pursuant to the terms hereof (which liens may be pari passu with or junior to the then existing Senior Secured Credit Facilities, in each case to the extent permitted as set forth in “Incremental Facility” or “Refinancing Facility” above, as applicable), in each case subject

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Exhibit B – Page 15

	to intercreditor arrangements (or, in the case of any Refinancing Notes, an intercreditor agreement) reasonably acceptable to the Administrative Agent, (ii) Liens securing indebtedness permitted by clause (iv)(x) of paragraph (a) above, to the extent such indebtedness is permitted to be secured, on a first priority or junior basis, as applicable, pursuant to the terms thereof, (iii) Liens on the Collateral securing Incremental Equivalent Debt subject to a maximum pro forma Senior Secured First Lien Net Leverage Ratio of 3.75:1.00 (or, if secured on a junior basis, subject to a maximum pro forma Senior Secured Net Leverage Ratio of 4.00 : 1.00) and, in each case, subject to an intercreditor agreement reasonably acceptable to the Administrative Agent and (ii) a fixed dollar general basket to be agreed; and
	(c)    Restricted payments (including dividends, restricted investments and prepayments of subordinated and unsecured debt) (i) with respect to dividends, restricted payments and investments other than Permitted Acquisitions, from a cumulative “builder” or “growth” basket to be based on 50% of cumulative Consolidated Net Income or retained Excess Cash Flow as selected by the Borrower prior to the launch of syndication for the Senior Secured Credit Facilities (which shall also include the proceeds of equity issuances and contributions (other than excluded contributions) and other items to be mutually agreed) subject to pro forma compliance with a maximum Total Net Leverage Ratio of 6.50:1.00, (ii) from the proceeds of any excluded equity contributions that do not increase the basket in clause (i) above, (iii) in the case of Permitted Acquisitions, with additional amounts subject to pro forma compliance with a maximum Total Net Leverage Ratio of 6.50:1.00 (or after giving pro forma effect to such Permitted Acquisition (and any related specified transactions) the Total Net Leverage Ratio shall be no greater than the Total Net Leverage Ratio immediately prior to giving effect thereto), with a cap on acquisitions of non-guarantors to be agreed, (iv) plus unlimited amounts subject to pro forma compliance with a maximum Total Leverage Ratio (to be defined in a manner consistent with Total Net Leverage Ratio but without reducing indebtedness for any unrestricted cash or cash equivalents) of 3.75:1.00 and no more than $25 million of Revolving Loans and Swingline Loans shall be outstanding after giving effect to any such restricted payment and (v) a fixed-dollar general basket to be agreed.
	(d)    Holdings will not engage in any operating activities, but may incur debt, make restricted payments and engage in other non-operating activities and exceptions to be agreed consistent with the Documentation Principles.
Events of Default:	Limited to: nonpayment of principal when due; nonpayment of interest, fees or other amounts after 5 business days; material inaccuracy of a representation or warranty when made or deemed

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Exhibit B – Page 16

made; violation of a covenant (subject, in the case of affirmative covenants (other than the notice of default), to a grace period of 30 days following written notice from the Administrative Agent) (provided that the Borrower’s failure to perform or observe any term, covenant or agreement contained under the financial covenant shall not constitute an Event of Default for purposes of any Term Loan unless and until the Lenders under the Revolving Facility have actually declared all such obligations to be immediately due and payable in accordance with the Senior Credit Documentation and such declaration has not been rescinded on or before such date); cross default to material indebtedness (other than under the Senior Credit Documentation); bankruptcy events or other insolvency events of Holdings, the Borrower or its material subsidiaries (with a customary grace period for involuntary events); ERISA events, subject to a material adverse effect; material unpaid, final, non-appealable judgments; actual (or assertion by a Loan Party in writing of) the invalidity of any material guarantee or material security documents; and a change of control.

Voting:

Amendments and waivers of the Senior Credit Documentation will require the approval of Senior Lenders (who are not defaulting Senior Lenders) holding more than 50% of the aggregate principal amount of the Term Loans and commitments under the Revolving Facility (the “Required Lenders”), except that (a) the consent of each Senior Lender directly and adversely affected thereby shall be required with respect to (i) reductions in the principal of any Loan or amortization payment or extensions of payment dates for, or the final maturity of, any Loan, in each case, owed to such Senior Lender, (ii) reductions in the rate of interest (other than a waiver of default interest) or fees owed to such Senior Lender (it being understood that an amendment of definitions related to financial terms shall not be deemed a reduction of interest) or extensions of the due dates therefor and (iii) increases in the amount (other than with respect to any Incremental Facility to which such Senior Lender has agreed) or extensions of the expiry date of such Senior Lender’s commitment (it being understood that a waiver of any condition precedent or the waiver of any default or mandatory prepayment shall not constitute an extension or increase of any commitment of any Senior Lender), and (b) the consent of each Lender shall be required with respect to (i) changes of any of the voting percentages set forth in the definition of “Required Lenders” or any similar defined term and (ii) releases of all or substantially all the Collateral or all or substantially all of the value of the Guarantees (other than, in the cases of this clause (ii), in accordance with the Senior Credit Documentation as in effect on the Closing Date); provided that solely as it applies to the Financial Covenant, any modification or amendment to the calculation or formulation of the Financial Covenant above or any change to any definition related thereto and the waiver of any default thereunder shall only require the consent of Senior Lenders holding more than 50% of the aggregate commitments under the Revolving Facility. Notwithstanding anything to the contrary, amendments and waivers

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 17

	that affect only the Senior Lenders under a particular facility or tranche (including waiver of conditions to extensions of credit under the Revolving Facility and pricing), require only the consent of Senior Lenders holding more than 50% of the aggregate commitments or loans, as applicable, under such facility or tranche and no other consents or approvals shall be required (it being understood that the waiver of any conditions to the provision of any Incremental Facility shall be subject to a Required Lender vote). Any changes to the provisions of the Senior Credit Documentation affecting the Administrative Agent, the Issuing Bank or the Swingline Lender shall require the consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as applicable.
	Modifications to provisions requiring pro-rata payments or sharing of payments shall only require approval of the Required Lenders, and non-pro rata distributions and commitment reductions will be permitted in connection with loan buy-back or similar programs on the terms set forth herein. There will be provisions to permit “amend and extend” transactions on customary terms.
	The Senior Credit Documentation shall contain provisions allowing the Borrower to replace a Senior Lender in connection with amendments and waivers requiring the consent of all Senior Lenders or of all Senior Lenders directly affected thereby (so long as the Required Lenders consent), increased costs, taxes, etc. and “defaulting” or insolvent Senior Lenders. The Senior Credit Documentation shall also contain customary limitations on, and other customary provisions with respect to, defaulting lenders including non-payment/escrow of amounts owed and exclusion for purposes of voting.
Defaulting Lenders:	If any Lender under the Revolving Facility becomes a defaulting lender, then the letter of credit exposure and the swingline exposure of such defaulting lender will be subject to customary provisions relating to the reallocation of such letters of credit exposure or swingline exposure, as applicable, the Borrower shall cash collateralize or repay, as applicable, any exposure not so reallocated and, unless fully cash collateralized or reallocated, the Swingline Lender and the Issuing Lender shall not be required to make any Swingline Loans or issue any Letters of Credit, respectively.
Assignments and Participations:	The Senior Lenders shall be permitted to assign all or a portion of their Loans and commitments (other than to any Disqualified Institution or any natural person) including non-pro rata assignments, with the consent (not to be unreasonably withheld or delayed) of (a) the Borrower, unless a payment or (with respect to the Borrower or any Loan Party) a bankruptcy event of default has occurred and is continuing or, in the case of the Term Facility only, such assignment is to a Senior Lender or an affiliate of a Senior Lender or an Approved Fund (as defined below) or is in connection with the primary syndication, (b) the Administrative Agent, and (c) any Issuing Lender

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 18

and any Swingline Lender unless in the case of this clause (c), a Term Loan is being assigned. In the case of partial assignments (other than to another Senior Lender, an affiliate of a Senior Lender or an Approved Fund), the minimum assignment amount shall be $1.0 million in the case of the Term Loans and $5.0 million in the case of the Revolving Facility, in each case unless otherwise agreed by the Borrower and the Administrative Agent. The Administrative Agent shall receive a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent) in connection with all assignments. The Senior Lenders will have the right to participate their commitments and Loans to other financial institutions (other than any Disqualified Institutions). Participants shall have the same benefits as the Senior Lenders with respect to yield protection and increased cost provisions subject to customary limitations and restrictions. Voting rights of participants shall be limited to those matters set forth in clauses (a) and (b) under “Voting” with respect to which the affirmative vote of the Senior Lender from which it purchased its participation would be required. Pledges of Loans in accordance with applicable law shall be permitted without restriction.

“Approved Fund” means, with respect to any Senior Lender, any person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (i) such Senior Lender, (ii) an affiliate of such Senior Lender or (iii) an entity or an affiliate of an entity that administers, advises or manages such Senior Lender.

The Senior Credit Documentation shall provide that so long as no default or event of default is continuing, Term Loans may be purchased by and assigned to the Sponsor or any Non-Debt Fund Affiliate (as defined below) through (a) any offer to purchase or take by assignment open to all Senior Lenders on a pro rata basis in accordance with customary procedures to be agreed and/or (b) open market purchases on a non pro rata basis; provided that (i) Term Loans owned or held by the Sponsor or any Non-Debt Fund Affiliate shall be excluded in the determination of any Required Lender votes and shall be deemed not to be outstanding for purposes of determining whether all Senior Lenders have taken an action unless the action in question affects the Sponsor or such Non-Debt Fund Affiliate in a disproportionately adverse manner than its effect on the other Senior Lenders, (ii) Term Loans owned or held by the Sponsor or any Non-Debt Fund Affiliate shall not, in the aggregate for all such persons, exceed 20% of the aggregate outstanding Term Loans, (iii) neither the Sponsor nor any Non-Debt Fund Affiliate shall be permitted to attend any “lender-only” conference calls or meetings or receive any related “lender-only” information, (iv) the Administrative Agent is notified of each assignment to the Sponsor or any Non-Debt Fund Affiliate; (v) assignments of Loans owned or held by the Sponsor or any Non-Debt Fund Affiliate will be subject to customary

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 19

provisions regarding the treatment of material non-public information with respect to the business of Holdings, the Borrower or any of their subsidiaries at the time of such assignment, (vi) the Sponsor or its Non-Debt Fund Affiliate, as applicable, shall make a representation to the seller that it does not possess material non-public information with respect to Holdings and its subsidiaries that has not been disclosed to the Lenders generally (other than Lenders that have elected not to receive such information), (vii) the Sponsor and its Non-Debt Fund Affiliates, as applicable, shall agree that the Administrative Agent shall vote on behalf of the Sponsor or such Non-Debt Fund Affiliate in connection with a plan of reorganization under any insolvency proceeding unless the plan of reorganization affects the Sponsor or such Non-Debt Fund Affiliate, as applicable, in a disproportionately adverse manner than its effect on the other Senior Lenders and (viii) the Sponsor and any Non-Debt Fund Affiliate that becomes a Senior Lender shall waive its rights to bring actions against the Administrative Agent. Notwithstanding the foregoing, the Senior Credit Documentation shall permit (but not require) the Sponsor or any Non-Debt Fund Affiliate to contribute such Term Loans to Holdings or any of its subsidiaries for purposes of cancellation of such debt.

In addition, the Senior Credit Documentation shall provide that Term Loans (but not Revolving Commitments) may be purchased by and assigned to any Debt Fund Affiliate (as defined below) through (a) any offer to purchase or take by assignment open to all Senior Lenders on a pro rata basis in accordance with customary procedures and/or (b) open market purchases on a non pro rata basis; provided that for any “Required Lender” votes, Debt Fund Affiliates cannot, in the aggregate, account for more than 49.9% of the amounts included in the determination of whether such consent or waiver has been obtained.

“Non-Debt Fund Affiliate” means any affiliate of the Sponsor other than (a) Holdings or any subsidiary of Holdings, (b) any Debt Fund Affiliate and (c) any natural person.

“Debt Fund Affiliate” means any affiliate of Holdings that is a bona fide diversified debt fund (but shall not include any natural person or any subsidiary of Holdings).

The Senior Credit Documentation shall provide that so long as no default or event of default is continuing, Term Loans may be purchased by and assigned to Holdings and its subsidiaries in any offer to purchase or take by assignment any loans from all Senior Lenders pro rata in accordance with customary procedures to be agreed; provided that (i) any such Term Loans shall immediately be cancelled (and the Senior Credit Documentation will not permit any increase to Consolidated EBITDA by non-cash gains as a result of any such cancellation); (ii) no Revolving Loans or Swingline Loans shall be used to fund any such purchase or assignment and no more than

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 20

	$25 million of Revolving Loans and Swingline Loans shall be outstanding after giving effect to any such purchase or assignment; (iii) such purchases or assignments shall be subject to customary limitations on purchases and assignments while in possession of material nonpublic information and Holdings or the applicable subsidiary shall make a customary representation to the seller with respect thereto and (iv) each affiliated lender will waive any right to bring any action against the Administrative Agent. Any such auction or open market purchases offered to all applicable Senior Lenders described above shall not require the involvement of the Administrative Agent and may, at the election of the Administrative Agent, be conducted through an auction agent (which may, but is not required to be, the Administrative Agent).
Yield Protection:	The Senior Credit Documentation shall contain customary provisions (a) protecting the Senior Lenders against increased costs or loss of yield resulting from changes in reserve, capital adequacy and other requirements of law and from the imposition of or changes in certain withholding or other taxes and (b) indemnifying the Senior Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of a Eurodollar Loan on a day other than the last day of an interest period with respect thereto, it being understood that there will be a customary exception to the gross-up obligations for withholding and other taxes imposed under current Sections 1471 through 1474 of the Internal Revenue Code, and any regulations promulgated thereunder or guidance issued pursuant thereto (the “HIRE Act”).
Expenses and Indemnification:	The Borrower shall pay (a) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Senior Lead Arrangers incurred prior to, on or after the Closing Date (to be paid on the Closing Date if invoiced prior to the Closing Date, and for expenses incurred or invoiced thereafter, promptly) associated with the syndication of the Senior Secured Credit Facilities and the preparation, execution, delivery and administration of the Senior Credit Documentation and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Senior Lead Arrangers, taken as a whole, one firm of regulatory counsel and one firm of local counsel, as reasonably necessary in each relevant jurisdiction and (b) after the Closing Date, all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Senior Lenders within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Senior Lenders, taken as a whole, one firm of regulatory counsel and one firm of local counsel, as reasonably necessary in each relevant jurisdiction and,

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 21

solely in the event of any conflict of interest, one additional counsel (and, if reasonably necessary, one firm of regulatory counsel and one firm of local counsel in each relevant jurisdiction) to each such group of similarly situated affected persons) in connection with the enforcement of the Senior Credit Documentation or protection of rights thereunder.

The Administrative Agent, the Senior Lead Arrangers and the Senior Lenders (and their affiliates and their respective directors, officers, employees, partners, members, agents, advisors and other representatives (each, an “indemnified person”)) will be indemnified from and against any and all losses, claims, damages, liabilities and expenses to which any such indemnified person may become subject arising out of or in connection with the Transactions, the Senior Secured Credit Facilities or the use of the proceeds thereof or any claim, litigation, investigation or proceeding relating to any of the foregoing (a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether or not such Proceeding is brought by the Borrower or any other person, and to reimburse each indemnified person within 30 days of a written demand therefor (together with backup documentation supporting such reimbursement request) for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing by one counsel to such indemnified persons taken as a whole if necessary, of one firm of regulatory counsel and one firm of local counsel in each relevant jurisdiction, and, solely in the case of any conflict of interest, one additional counsel (and, if reasonably necessary, one firm of regulatory counsel and one firm of local counsel in each relevant jurisdiction) to each such group of similarly situated affected indemnified persons; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are determined to arise from the willful misconduct, bad faith or gross negligence of, or material breach of the Senior Credit Documentation by, such indemnified person (or any of its affiliates, controlling persons, directors, officers, employees, partners, members, agents, advisors or representatives (collectively, “related persons”)) as determined by a final, non-appealable judgment of a court of competent jurisdiction or any dispute solely among the indemnified persons (or their related persons) (other than any claim against the Administrative Agent or any Senior Lead Arranger in its capacity or in fulfilling its role as administrative agent or arranger under any credit facility) and not arising out of any act or omission of the Borrower, Holdings or any of their affiliates; provided, further, that the Borrower shall not be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages incurred or paid by an indemnified person to a third party and for any out-of-pocket expenses incurred). Notwithstanding the foregoing, each indemnified person (and its related persons) shall be obligated to refund and return promptly any and all amounts paid by the Borrower, Holdings or any of their affiliates under this paragraph to such

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 22

	indemnified person (or any such related person) for any such fees, expenses or damages to the extent such indemnified person (or such related person) is not entitled to payment of such amounts in accordance with the terms hereof.
Governing Law and Forum:	New York.
Counsel to the Administrative Agent and the Senior Lead Arrangers:	Cahill Gordon & Reindel LLP

Term Sheet – Senior Secured Credit Facilities

Exhibit B – Page 23

Annex I to Exhibit B

INTEREST AND CERTAIN FEES

Interest Rate Options:	The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to (a) the ABR (as defined below) plus the Applicable Margin (as defined below) or (b) the Eurodollar Rate (as defined below) plus the Applicable Margin; provided that all Swingline Loans shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.
	As used herein:
	“ABR” means the highest of (a) the rate of interest publicly announced by the Administrative Agent as its prime rate in effect at its principal office in New York City (the “Prime Rate”), (b) the federal funds effective rate from time to time plus 0.50% per annum and (c) one-month Eurodollar Rate plus 1.00% (the “ABR Floor”) per annum.
	“Applicable Margin” means:
	(a) with respect to Revolving Loans under the Revolving Facility, (i) 3.75 % in the case of ABR Loans (as defined below) (including Swingline Loans) and (ii) 4.75% in the case of Eurodollar Loans (as defined below);
	(b) with respect to Term Loans, (i) 3.75% in the case of ABR Loans and (ii) 4.75% in the case of Eurodollar Loans.
	With respect to Revolving Loans, the Applicable Margins shall be subject to at least one 0.25% step-down to be agreed after the financial statements have been delivered for the first fiscal quarter ending after the Closing Date based on Senior Secured Net Leverage Ratio targets to be determined.
	“Eurodollar Rate” means the higher of (a) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to 1, 2, 3, 6, or, if available to all relevant affected Senior Lenders, 9 or 12 months or a shorter period (as selected by the Borrower) appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) or other applicable page or screen for Loans denominated in a currency other than U.S. dollars or (b) in the case of the Term Loans only, 1.50% per annum (the “LIBOR Floor”).
Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.
	In the case of Loans bearing interest based upon the Eurodollar Rate (“Eurodollar Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than 3 months, on each successive date 3 months after the first day of such interest period.

Conditions

Annex I to Exhibit B – Page 1

Revolving Facility Commitment Fee:	The Borrower shall pay a commitment fee (the “Revolving Facility Commitment Fee”) calculated at a rate per annum equal to 0.50% on the average daily unused portion of the commitments of non-defaulting Senior Lenders under the Revolving Facility, payable quarterly in arrears. Swingline Loans shall, for purposes of the commitment fee calculations only, not be deemed to be a utilization of the Revolving Facility. The Revolving Facility Commitment Fee shall be subject to a step-down to 0.25% after the financial statements for the first fiscal quarter ending after the Closing Date have been delivered based on a Senior Secured Net Leverage Ratio target to be agreed.
Letter of Credit Fees:	The Borrower shall pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the face amount of each such Letter of Credit. Such fee shall be shared ratably among the Senior Lenders participating in the Revolving Facility, and shall be payable quarterly in arrears and upon termination of the Revolving Facility.
	A fronting fee in an amount not to exceed 0.125% per annum of the face amount of each Letter of Credit shall be payable quarterly in arrears and upon termination of the Revolving Facility to the relevant Issuing Lender for its own account.
Default Rate:	At any time when a payment event of default with respect to any principal or interest or other amounts payable under the Senior Secured Credit Facilities exists, such overdue amounts shall bear interest, to the fullest extent permitted by law, at 2.00% per annum above the rate otherwise applicable thereto (or, in the event there is no applicable rate, 2.00% per annum in excess of the rate otherwise applicable to Revolving Loans maintained as ABR Loans from time to time).
Rate and Fee Basis:	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest payable on which is then based on the Prime Rate) for actual days elapsed.

Conditions

Annex I to Exhibit B – Page 2

EXHIBIT C

Project Imelda

Senior Bridge Facility

Summary of Principal Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the Senior Bridge Facility. Capitalized terms used but not defined herein shall have the respective meanings set forth in the amended and restated commitment letter to which this Exhibit C is attached or in Exhibits A, B or D (including the Annexes thereto) attached thereto.

Borrower:	Same as the Borrower of the Senior Secured Credit Facilities (the “Borrower”).
Guarantors:	The Senior Bridge Facility shall be jointly and severally guaranteed by all guarantors of the Senior Secured Credit Facilities, which guarantees will be on a senior basis, subject to release on terms and conditions customary for high-yield debt securities.
Bridge Lead Arrangers, Lead Bookrunners and Bookrunner:	JPMS and Citi will act as co-lead arrangers for the Senior Bridge Facility (in such capacities, the “Bridge Lead Arrangers” and, together with the Senior Lead Arrangers, the “Lead Arrangers”), and as joint lead bookrunners for the Senior Bridge Facility and UBSS will act as joint bookrunner for the Senior Bridge Facility.
Administrative Agent:	JPMCB will act as the sole and exclusive administrative agent for the Bridge Lenders from time to time (in such capacity, the “Bridge Administrative Agent” and, together with the Administrative Agent, the “Agents”).
Bridge Lenders:	A syndicate of banks, financial institutions and other entities including the Initial Bridge Lenders, but excluding Disqualified Institutions, arranged by the Bridge Lead Arrangers in consultation with the Borrower (collectively, the “Bridge Lenders”).
Initial Bridge Loans:	The Bridge Lenders will make senior unsecured loans to the Borrower on the Closing Date in an aggregate principal amount of $400 million, plus at the Borrower’s election, an additional aggregate principal amount to fund any original issue discount or upfront fees resulting from the issuance of the Senior Notes or other Securities (the “Initial Bridge Loans”).
Availability:	The Bridge Lenders will make the Initial Bridge Loans on the Closing Date.
Use of Proceeds:	The proceeds of the Initial Bridge Loans will be used to finance a portion of the Transactions.

Term Sheet – Senior Bridge Facilities

Exhibit C – Page 1

Maturity/Exchange:	The Initial Bridge Loans will initially mature on the first anniversary of the Closing Date (the “Initial Bridge Loan Maturity Date”), which shall be automatically extended as provided below. If any Initial Bridge Loan has not been previously repaid in full on or prior to the Initial Bridge Loan Maturity Date and no bankruptcy event of default (with respect to the Borrower or any Loan Party) has occurred and is continuing, such Initial Bridge Loan shall automatically be extended until the date that is 7 years following the Initial Bridge Loan Maturity Date (the “Extended Term Loans”). The lender in respect of such Extended Term Loans will have the option at any time or from time to time, but no more than a number of times to be agreed in any calendar month, to receive senior unsecured exchange notes (“Exchange Notes”) in exchange for such Extended Term Loan having the terms set forth in the term sheet attached hereto as Annex I; provided that a lender may not elect to exchange its outstanding Extended Term Loans for Exchange Notes unless the conditions set forth in Annex I under “Principal Amount” have been satisfied.
	The Initial Bridge Loans, the Extended Term Loans and the Exchange Notes shall be pari passu for all purposes.
Interest:	For the first sixty day period commencing on the Closing Date, the Initial Bridge Loans will accrue interest at a rate per annum equal to the Adjusted LIBOR (as defined below), plus the Applicable Spread (as defined in the Fee Letter). Sixty days after the Closing Date, the interest rate applicable to the Initial Bridge Loans shall be equal to the Total Cap. Notwithstanding the foregoing, the interest rate in effect on the Initial Bridge Loans at any time prior to the Initial Bridge Loan Maturity Date shall not exceed the Total Cap (as defined in the Fee Letter).
	At any time when a payment event of default with respect to any principal or interest under the Senior Bridge Facility exists, such overdue amount shall bear interest, to the fullest extent permitted by law, at 2.00% per annum above the rate otherwise applicable thereto.
	Following the Initial Bridge Loan Maturity Date, all outstanding Extended Term Loans will accrue interest at the rate provided for Exchange Notes in Annex I hereto, subject to the Total Cap.
	Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.
	“Adjusted LIBOR” on any date means the higher of (a) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for three-month interest periods appearing on Reuters Screen LIBOR01 Page (or otherwise appearing on the Reuters screen) two business days prior to the commencement of such interest period or (b) 1.50%.

Term Sheet – Senior Bridge Facilities

Exhibit C – Page 2

	Interest will be payable (or shall accrue) in arrears (a) for the Initial Bridge Loans, at the end of each interest period and on the Initial Bridge Loan Maturity Date and (b) for the Extended Term Loans, semi-annually, commencing on the date that is six months after the Initial Bridge Loan Maturity Date and on the final maturity date.
Collateral:	None
Optional Prepayment:	The Initial Bridge Loans may be prepaid, in whole or in part in minimum amounts to be agreed, at the option of the Borrower, at any time upon three business day’s prior notice, at par plus accrued and unpaid interest.
Mandatory Redemption:	Subject to any restrictions in the Senior Credit Documentation, the Borrower will be required to prepay Initial Bridge Loans on a pro rata basis, at par plus accrued and unpaid interest, in each case subject to exceptions and baskets to be agreed, including, in any event, exceptions and baskets not less favorable than those applicable to the Senior Secured Credit Facilities, from (a) 100% of the net cash proceeds of debt securities issued by the Borrower or, subject to customary exceptions, any other debt for borrowed money of the Borrower or any Restricted Subsidiary, (b) 100% of the net cash proceeds from public equity issuances of Holdings and its subsidiaries (with exceptions to include any issuance to the Sponsor or its affiliates and others to be agreed) and (c) after any prepayments required to be made under the Term B Loans have been made or waived in full, 100% of the net cash proceeds from any non-ordinary course asset sales in excess of amounts required to repay the Senior Secured Credit Facilities, subject to reinvestment rights and exceptions or baskets to be agreed, but in any event not less favorable to the Borrower than those applicable to the Senior Secured Credit Facilities.
	In addition, subject to any restrictions in the Senior Credit Documentation, the Borrower will be required to offer to repurchase the Initial Bridge Loans upon the occurrence of a change of control (which offer shall be at par plus accrued and unpaid interest).
Conditions Precedent:	The availability of the Senior Bridge Facility on the Closing Date will be subject solely to the conditions precedent set forth on Exhibit D.
Bridge Credit Documentation:	The Credit Documentation for the Senior Bridge Facility (the “Bridge Credit Documentation”) shall include standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the Documentation Principles.
Representations and Warranties:	The Bridge Credit Documentation will contain representations and warranties relating to the Borrower and its Restricted Subsidiaries substantially similar to those set forth in Exhibit B under the caption “Representations and Warranties,” with such changes as are appropriate in connection with unsecured bridge loans (and in any event such representations and warranties shall not be more restrictive to the Borrower than those set forth in the Senior Credit Documentation).

Term Sheet – Senior Bridge Facilities

Exhibit C – Page 3

Covenants:	Affirmative covenants customary for bridge loan financings and incurrence-based negative covenants (but not financial maintenance covenants) customary for senior unsecured high-yield senior debt offerings (consistent with the Documentation Principles) and in the case of the affirmative covenants, in any event, substantially similar to, but less restrictive and burdensome than, those in the Senior Credit Documentation to the extent applicable and with such changes as are appropriate in connection with the Initial Bridge Loans (including a covenant to use commercially reasonable efforts to refinance the Initial Bridge Loans, including using commercially reasonable efforts to assist with remarketing any Exchange Notes issued thereunder; provided, however, that the Borrower shall not be obligated to refinance the Initial Bridge Loans with any indebtedness that has terms that are less favorable to the Borrower than those applicable to the Exchange Notes or with an effective yield higher than the Total Cap). Prior to the Initial Bridge Loan Maturity Date, the restricted payments, debt incurrence and lien covenants shall be more restrictive than is customary for high yield senior unsecured debt securities in a manner customary for bridge loan financings of this kind. Following the Initial Bridge Loan Maturity Date, all covenants relevant to the Extended Term Loans will automatically be modified so as to be consistent with the Exchange Notes.
Events of Default:	Events of default customary for senior unsecured high-yield debt offerings (consistent with the Documentation Principles) (but in any event less restrictive than those set forth in the Senior Credit Documentation (and containing cross-acceleration and cross payment default provisions rather than cross-default provisions)).
	In case an event of default shall occur and be continuing, the holders of at least a majority in aggregate principal amount of the Initial Bridge Loans then outstanding, by notice in writing to the Borrower, may declare the principal of, and all accrued interest on, all Initial Bridge Loans to be due and payable immediately. If a bankruptcy event of default of the Borrower occurs, the principal of, and accrued interest on, the Initial Bridge Loans will be immediately due and payable without any notice, declaration or other act on the part of the holders of the Initial Bridge Loans. An acceleration notice may be annulled and past defaults (except for monetary defaults not yet cured) may be waived by the holders of a majority in aggregate principal amount of the Initial Bridge Loans.
Voting:	Amendments and waivers of the Bridge Credit Documentation will require the approval of Bridge Lenders holding more than 50% of the aggregate principal amount of outstanding Initial Bridge Loans (“Required Bridge Lenders”), except that (a) the consent of each Bridge Lender directly and adversely affected thereby shall be required with respect to (i) reductions of principal, interest rate spreads or fees or extensions of payment dates or due dates therefor (other than a waiver

Term Sheet – Senior Bridge Facilities

Exhibit C – Page 4

	of default interest), in each case, payable to such Bridge Lender, (ii) except as provided under “Maturity/Exchange” above, extensions of the Initial Bridge Loan Maturity Date, and (iii) any additional restrictions on assignments or the right to exchange Extended Term Loans for Exchange Notes and (b) the consent of all Bridge Lenders shall be required with respect to (i) changes of any of the voting percentages set forth in the definition of “Required Bridge Lenders” or any similar defined term and (ii) releases of all or substantially all of the value of the Senior Bridge Facility guarantees (other than, in the case of this clause (ii), in accordance with the Bridge Credit Documentation as in effect on the Closing Date). Any changes to the provisions of the Bridge Credit Documentation affecting the Bridge Administrative Agent shall require the consent of the Bridge Administrative Agent.
	Modifications to provisions requiring pro rata payments or sharing of payments shall only require approval of the Required Bridge Lenders.
	The Bridge Credit Documentation shall contain provisions allowing the Borrower to replace a Bridge Lender in connection with amendments and waivers requiring the consent of all Bridge Lenders or of all Bridge Lenders directly affected thereby (so long as the Required Bridge Lenders consent), increased costs, taxes, etc.
Assignment and Participation:	Subject to the prior approval of the Bridge Administrative Agent (such approval not to be unreasonably withheld), the Bridge Lenders will have the right to assign Initial Bridge Loans (other than to any Disqualified Institution or any natural person) in consultation with (but without the consent of) the Borrower; provided, however, that prior to the Initial Bridge Loan Maturity Date, the consent of the Borrower shall be required (unless a payment or bankruptcy event of default shall have occurred) with respect to any assignment if, subsequent thereto, the Initial Bridge Lenders would hold, in the aggregate, less than a majority of the outstanding Initial Bridge Loans. Assignments will be by novation that will release the obligation of the assigning Bridge Lender.
	The Bridge Lenders will have the right to participate their Initial Bridge Loans to other financial institutions (other than to any Disqualified Institution). Participants will have the same benefits as the selling Bridge Lenders with respect to yield protection and increased costs, subject to customary limitations and restrictions. Voting rights of participants shall be limited to those matters set forth under clauses (a) and (b) under “Voting” with respect to which the affirmative vote of the Bridge Lender from which it purchased its participation would be required.
Yield Protection:	Standard protective provisions for such matters as increased costs, funding losses, capital adequacy, requirements of law and certain withholding taxes, it being understood that there will be a customary exception to the gross-up obligations for withholding taxes imposed under the HIRE Act.

Term Sheet – Senior Bridge Facilities

Exhibit C – Page 5

Expenses and Indemnification:

The Borrower shall pay (a) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Bridge Administrative Agent and the Bridge Lead Arrangers incurred prior to, on or after the Closing Date (to be paid on the Closing Date if invoiced prior to the Closing Date, and for expenses incurred or invoiced thereafter, promptly) associated with the syndication of the Senior Bridge Facility and the preparation, execution, delivery and administration of the Bridge Credit Documentation and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Bridge Administrative Agent and the Bridge Lead Arrangers, taken as a whole, one firm of regulatory counsel and one firm of local counsel, as reasonably necessary in each relevant jurisdiction and (b) after the Closing Date, all reasonable and documented out-of-pocket expenses of the Bridge Administrative Agent and the Bridge Lenders within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Bridge Administrative Agent and the Bridge Lenders, taken as a whole, one firm of regulatory counsel and one firm of local counsel, as reasonably necessary in each relevant jurisdiction and, solely in the event of any conflict of interest, one additional counsel (and, if reasonably necessary, one firm of regulatory counsel and one firm of local counsel in each relevant jurisdiction) to each such group of similarly situated affected persons) in connection with the enforcement of the Bridge Credit Documentation or protection of rights thereunder.

The Bridge Administrative Agent, the Bridge Lead Arrangers and the Bridge Lenders (and their affiliates and their respective directors, officers, employees, partners, members, agents, advisors and other representatives (each, an “indemnified person”)) will be indemnified from and against any and all losses, claims, damages, liabilities and expenses to which any such indemnified person may become subject arising out of, or in connection with, the Transactions, the Bridge Credit Facilities or the use of the proceeds thereof or any claim, litigation, investigation or proceeding relating to any of the foregoing (a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether or not such Proceeding is brought by the Borrower or any other person, and to reimburse each indemnified person within 30 days of a written demand therefor (together with backup documentation supporting such reimbursement request) for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing by one counsel to such indemnified persons, taken as a whole, one firm of regulatory counsel and one firm of local counsel, as reasonably necessary in each relevant jurisdiction and, solely in the event of any conflict of interest, one additional counsel (and, if reasonably necessary, one firm of regulatory counsel and one firm of local counsel in each relevant jurisdiction) to each such group of similarly situated affected indemnified persons; provided that the foregoing indemnity will not, as to any indemnified person, apply to

Term Sheet – Senior Bridge Facilities

Exhibit C – Page 6

	losses, claims, damages, liabilities or related expenses to the extent they are determined to arise from the willful misconduct, bad faith or gross negligence of, or material breach of the Bridge Credit Documentation by, such indemnified person or any of its affiliates, controlling persons, directors, officers, employees, partners, members, agents, advisors or representatives (collectively, “related persons”) as determined by a final, non-appealable judgment of a court of competent jurisdiction or any dispute solely among the indemnified persons (or their related persons) (other than any claims against the Bridge Administrative Agent or any Bridge Lead Arranger in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any credit facility) and not arising out of any act or omission of the Borrower, Holdings or any of their affiliates; provided, further, that the Borrower shall not be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages incurred or paid by an indemnified person to a third party and for any out-of-pocket expenses incurred). Notwithstanding the foregoing, each indemnified person (and its related persons) shall be obligated to refund and return promptly any and all amounts paid by the Borrower, Holdings or any of their affiliates under this paragraph to such indemnified person (or such related person) for any such fees, expenses or damages to the extent such indemnified person (or such related person) is not entitled to payment of such amounts in accordance with the terms hereof.
Governing Law and Forum:	New York.
Counsel to the Bridge Administrative Agent and the Bridge Lead Arrangers:	Simpson Thacher & Bartlett LLP

Term Sheet – Senior Bridge Facilities

Exhibit C – Page 7

Annex I to Exhibit C

Summary of Terms and Conditions

of Exchange Notes and Extended Term Loans

Capitalized terms used but not defined herein have the respective meanings set forth or referred to in the Exhibit C to which this Annex I is attached.

Issuer:	The same as Borrower of the Senior Bridge Facility (the “Issuer”).
Guarantors:	Same as the Initial Bridge Loans, except that Holdings shall not be a Guarantor.
Principal Amount:	The Exchange Notes will be available only in exchange for the Extended Term Loans on or after the Initial Bridge Loan Maturity Date. The principal amount of any Exchange Note will equal 100% of the aggregate principal amount of the Extended Term Loan for which it is exchanged. In the case of the initial exchange by Bridge Lenders, the minimum amount of Extended Term Loans to be exchanged for Exchange Notes shall not be less than $100 million.
Maturity:	The Exchange Notes and the Extended Term Loans will mature on the date that is 7 years following the Initial Bridge Loan Maturity Date.
Interest Rate:	The Exchange Notes and the Extended Term Loans will bear interest at a rate equal to the Total Cap.
	Interest will be payable in arrears semi-annually commencing on the date that is six months following the Initial Bridge Loan Maturity Date and on the final maturity date. At any time a payment event of default with respect to any principal or interest under the Exchange Notes or Extended Term Loans exists, such overdue amount shall bear interest, to the fullest extent permitted by law, at 2.00% per annum above the rate otherwise applicable thereto.
Optional Redemption:	Exchange Notes will be:
	(a) non-callable for the first three years from the closing date (subject to (x) a customary 40% equity clawback within the first three years, and (y) make-whole provisions at a price based on U.S. Treasury notes with a maturity closest to the third anniversary of the closing date plus 50 basis points) and
	(b) thereafter, callable at par plus accrued interest plus a premium equal to 75% of the coupon in effect on such Exchange Note, which premium shall decline ratably on each yearly anniversary of the date of such sale to 0% on the date that is two years prior to the final maturity date of the Exchange Notes;

Annex I to Exhibit C – Page 1

	provided, however, that so long as any such Exchange Notes are held by the Initial Bridge Lenders or their affiliates (other than those received by an Asset Management Affiliate (as defined in the Fee Letter) or acquired pursuant to bona fide open market purchases from third parties or in connection with market making activities), such notes shall be callable at par plus accrued interest on a non-pro rata basis among the holders of Exchange Notes but on a ratable basis among all Initial Bridge Lenders and their affiliates (other than Asset Management Affiliates or other affiliates to the extent they hold Exchange Notes that were acquired pursuant to bona fide open market purchases from third parties or in connection with market making activities).
	The Extended Term Loans may be repaid, in whole or in part, at the option of the Issuer, at any time at par plus accrued and unpaid interest to the redemption date.
Mandatory Offer to Purchase:	Subject to any restrictions in the Senior Credit Documentation, the Issuer will be required to offer to repurchase the Extended Term Loans upon the occurrence of a change of control (to be defined in a manner based on customary high-yield debt securities (consistent with the Documentation Principles)) and, subject to customary exceptions (including repayment of indebtedness and reinvestment rights), upon the consummation of non-ordinary course asset sales (which offers shall be at 100% of the principal amount of such Extended Term Loans plus accrued and unpaid interest).
	Subject to any restrictions in the Senior Credit Documentation, the Issuer will be required to offer to repurchase the Exchange Notes upon the occurrence of a change of control (to be defined in a manner based on customary high-yield debt securities (consistent with the Documentation Principles)) and, subject to customary exceptions (including repayment of indebtedness and reinvestment rights), upon the consummation of non-ordinary course asset sales (which offer shall be at 101% of the principal amount of such Exchange Note in the case of a change of control offer (or 100% in the case of Exchange Notes held by an Initial Bridge Lender or its affiliates (other than those received by an Asset Management Affiliate or acquired pursuant to bona fide open market purchases from third parties or in connection with market making activities)), and 100% of the principal amount of such Exchange Notes in the case of any such asset sale offer, in each case plus accrued and unpaid interest).
Registration Rights:	The Issuer will use commercially reasonable efforts to file after the first issuance of the Exchange Notes and use commercially reasonable efforts to cause to become effective as soon as practicable, a shelf registration statement with respect to the Exchange Notes (a “Shelf Registration Statement”) and/or a registration statement relating to a Registered Exchange Offer (as defined below). If a Shelf Registration Statement is filed, the Issuer will keep such registration statement effective and available (subject

Annex I to Exhibit C – Page 2

	to customary exceptions) until it is no longer needed to permit unrestricted resales of Exchange Notes but in no event longer than one year from the first issuance of any Exchange Note. If within 360 days from the issuance of any Exchange Note, a Shelf Registration Statement for the Exchange Notes has not been declared effective or the Issuer has not effected an exchange offer (a “Registered Exchange Offer”) whereby the Issuer has offered registered notes having terms identical to the Exchange Notes (the “Substitute Notes”) in exchange for all outstanding Exchange Notes, then the Issuer will pay liquidated damages of 0.25% per annum on the principal amount of Exchange Notes outstanding to holders thereof who are, or would be, unable to freely transfer Exchange Notes from and including the 361st day after the date of the issuance of any Exchange Note (the “Default Registration Date”) to but excluding the earlier of the effective date of such Shelf Registration Statement or the date of consummation of such Registered Exchange Offer (such damages may be payable, at the option of the Issuer, in the form of additional Exchange Notes). Such liquidated damages shall increase by 0.25% per annum on the date that is three months after the Default Registration Date and on each date occurring three months thereafter, to a maximum increase in interest of 1.00%. The Issuer will also pay such liquidated damages for any period of time (subject to customary exceptions) following the effectiveness of a Shelf Registration Statement that such Shelf Registration Statement is not available for resales thereunder.
Right to Transfer Exchange Notes:	The holders of the Exchange Notes shall have the right to transfer such Exchange Notes in compliance with applicable law to any third parties.
Covenants:	Customary covenants for senior unsecured high-yield debt securities consistent with the Documentation Principles and will also contain a covenant to use commercially reasonable efforts to assist in the remarketing of any Exchange Notes (including customary auditor, counsel and management assistance).
Events of Default:	Customary events of default for senior unsecured high-yield debt securities consistent with the Documentation Principles.
Governing Law and Forum:	New York.

Annex I to Exhibit C – Page 3

EXHIBIT D

Project Imelda

Conditions

The availability of the Credit Facilities shall be subject to the satisfaction of solely the following conditions, which shall be subject in all respects to the Certain Funds Provisions and the Documentation Principles. Capitalized terms used but not defined herein have the respective meanings set forth in the amended and restated commitment letter to which this Exhibit D is attached and in Exhibits A, B and C (including the Annexes thereto) attached thereto.

1. (a) Each Loan Party shall have executed and delivered the Credit Documentation to which it is a party in accordance with the terms of the Commitment Letter, (b) the Lead Arrangers shall have received customary closing certificates (including solvency certificate, substantially in the form set forth in Annex I attached to this Exhibit D from the chief financial officer or other officer with equivalent duties of the Borrower) and (c) the Lead Arrangers shall have received customary legal opinions, customary evidence of authority, customary lien searches with respect to the Borrower and the Guarantors, good standing certificates (to the extent applicable) in the respective jurisdictions of organization of the Borrower and the Guarantors, customary evidence of insurance and a notice of borrowing.

2. Prior to or substantially simultaneously with the initial fundings contemplated by the Commitment Letter, the Borrower shall have received the Equity Contribution in at least the amount set forth in Exhibit A.

3. The Acquisition (including, in case the Acquisition is consummated by means of a cash tender offer, the Short-Form Merger) shall have been or, substantially concurrently with the initial borrowing under the Credit Facilities, shall be consummated in accordance with the terms of that certain Agreement and Plan of Merger among Holdings, Merger Sub and Target, dated as of July 2, 2011 (as amended and in effect from time to time, but without giving effect to any modifications, amendments, waivers or consents by Holdings, Merger Sub or any affiliate thereof that are materially adverse to the Initial Lenders or the Lead Arrangers (each in their respective capacity as such) without the consent of the Lead Arrangers (not to be unreasonably withheld or delayed), the “Acquisition Agreement”); provided that (a) the waiver of the accuracy of any Specified Acquisition Agreement Representation as a condition to closing shall be deemed to be materially adverse to the Initial Lenders and the Lead Arrangers, (b) any change in the definition of “Company Material Adverse Effect” set forth therein shall be deemed to be material and adverse to the Initial Lenders and the Lead Arrangers, and (c) any reduction in the aggregate purchase price shall be deemed not to be materially adverse to the Initial Lenders and the Lead Arrangers to the extent that such reduction (i) is less than or equal to 10% to the total consideration and (ii) is applied to reduce (x) the Equity Contribution, on the one hand, and (y) the funded debt on the Closing Date under the Term Facility, the Senior Bridge Facility, the Senior Notes and/or any other Securities issued or incurred in lieu of the Senior Bridge Facility, as applicable, on the other hand, ratably based on the relative amounts that the Equity Contribution, on the one hand, and the funded debt on the Closing Date referred to in clause (y) above, on the other hand, comprise of the pro forma total capitalization of Holdings and its subsidiaries after giving effect to the Transactions, which reduction referred to in clause (y) above shall be applied on a pro rata basis across the funded debt on the Closing Date under the Term Facility, the Senior Bridge Facility, the Senior Notes and/or any other Securities issued or incurred in lieu of the Senior Bridge Facility, as applicable.

4. (a) Except (i) as disclosed in the Company Reports (as defined in the Acquisition Agreement dated as of July 2, 2011) that the Target has filed with or furnished to the SEC via EDGAR on or

Exhibit D – Page 1

after May 31, 2010 and prior to July 2, 2011 (or incorporated therein by reference) (other than disclosures in any such Company Report contained in the “Risk Factors” and “Forward Looking Statements” sections thereof or any other disclosures in the Company Reports that are forward looking in nature) or (ii) as set forth in the Company Disclosure Letter (as defined in the Acquisition Agreement dated as of July 2, 2011) as of July 2, 2011 (it being agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to Section 5.7(b) of the Acquisition Agreement to which the relevance of such item is reasonably apparent regardless of whether a specific cross reference is made), and except as otherwise required or contemplated by the Acquisition Agreement, since May 31, 2010 through July 2, 2011, there have not been any facts, circumstances, events, changes, effects or occurrences that would reasonably be expected to have a Company Material Adverse Effect and (b) since July 2, 2011, there shall not have occurred any change, event or occurrence that has had or would reasonably be expected to have a Company Material Adverse Effect. “Company Material Adverse Effect” shall have the meaning set forth in the Acquisition Agreement dated as of July 2, 2011.

5. The Lead Arrangers shall have received (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Target for the three most recently completed fiscal years of the Target ended at least 90 days prior to the Closing Date, (b) unaudited condensed consolidated balance sheets and related condensed consolidated statements of income, shareholders’ equity and cash flows of the Target for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Target’s fiscal year) ended at least 45 days prior to the Closing Date and (c) a pro forma consolidated balance sheet and income statement of the Borrower and its subsidiaries as of and for the four fiscal quarter period most recently ended pursuant to clause (a) or (b) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement); provided that the filing of the required financial statements on Form 10-K or Form 10-Q, as applicable, by the Target will satisfy the foregoing requirements of clause (a) or (b) above, as applicable.

6. With respect to the Senior Bridge Facility, (a) one or more investment banks reasonably satisfactory to the Lead Arrangers (collectively, the “Investment Bank”) shall have been engaged to privately place the Senior Notes and (b) the Borrower shall have provided to the Investment Bank no later than the first day of the Bond Marketing Period (as defined below) a customary offering memorandum containing all customary information (other than information to be included under the heading “description of the notes” and other information customarily provided by the Investment Bank or its counsel) including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 or Rule 3-16 of Regulation S-X and other customary exceptions) and of the type and form that are customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act (subject to customary exceptions) or that would be necessary for the Investment Bank to receive customary (for high-yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Senior Notes, and, in the case of the annual financial statements, the auditors’ reports thereon, together with drafts of customary comfort letters that such accounting firms are prepared to deliver upon closing (the “Required OM Information”).

7. With respect to the Senior Secured Credit Facilities, the Lead Arrangers (x) shall have received, not later than the first day of the Bank Marketing Period (as defined below), the Confidential Information Memorandum relating to the Senior Secured Credit Facilities and (y) shall have been afforded a period (the “Bank Marketing Period”) of 15 consecutive business days ending on the business day no later than the business day immediately prior to the Closing Date (excluding (x)

Exhibit D – Page 2

the days from August 22, 2011 through and including September 5, 2011 and (y) the days from November 23, 2011 through and including November 25, 2011 (provided that such 15 consecutive business day period may begin on a business day prior to November 23, 2011 without resetting such 15 consecutive day period on November 26, 2011)) following receipt of such Confidential Information Memorandum to syndicate the Senior Secured Credit Facilities. If you shall in good faith reasonably believe that you have delivered the Confidential Information Memorandum, you may deliver to the Lead Arrangers written notice to that effect (stating when you believe you have completed such delivery), in which case you shall be deemed to have delivered such Confidential Information Memorandum on the date specified in such notice and the Bank Marketing Period shall be deemed to have commenced on the date specified in such notice, unless the Lead Arrangers in good faith reasonably believe that you have not completed delivery of such Confidential Information Memorandum and, within two business days after their receipt of such notice from you, the Lead Arrangers deliver a written notice to you to that effect (stating with specificity which information is required to complete the Confidential Information Memorandum for purposes of compliance with this condition only).

8. With respect to the Senior Bridge Facility, the Investment Banks and Lead Arrangers shall have been afforded a period (the “Bond Marketing Period”) of 15 consecutive business days ending on the business day no later than the business day immediately prior to the Closing Date (excluding (x) the days from August 22, 2011 through and including September 5, 2011 and (y) the days from November 23, 2011 through and including November 25, 2011 (provided that such 15 consecutive business day period may begin on a business day prior to November 23, 2011 without resetting such 15 consecutive day period on November 26, 2011)) following receipt of the Required OM Information to seek to place the Senior Notes with qualified purchasers thereof. If you shall in good faith reasonably believe that you have delivered the Required OM Information, you may deliver to the Lead Arrangers written notice to that effect (stating when you believe you have completed any such delivery), in which case you shall be deemed to have delivered such Required OM Information on the date specified in such notice and the Bond Marketing Period shall be deemed to have commenced on the date specified in such notice, in each case unless the Lead Arrangers in good faith reasonably believe that you have not completed delivery of such Required OM Information and, within two business days after their receipt of such notice from you, the Lead Arrangers deliver a written notice to you to that effect (stating with specificity which Required OM Information you have not delivered and/or stating with specificity which information is required to complete the offering memorandum for purposes of compliance with this condition only).

9. With respect to the Senior Secured Credit Facilities, all documents and instruments required to perfect the Administrative Agent’s security interest in the Collateral shall have been executed and delivered, other than as provided in Exhibit B and, if applicable, be in proper form for filing.

10. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, in each case to the extent invoiced at least two business days prior to the Closing Date, shall have been paid (which amounts may be offset against the proceeds of the Senior Secured Credit Facilities).

11. The Administrative Agents shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Initial Lenders at least five business days in advance of the Closing Date.

12. The Specified Representations and the Specified Acquisition Agreement Representations shall be true in all material respects.

Exhibit D – Page 3

ANNEX I to

EXHIBIT D

FORM OF SOLVENCY CERTIFICATE

SOLVENCY CERTIFICATE

of

[IMELDA]

AND ITS SUBSIDIARIES

Pursuant to the Credit Agreement¹, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] [specify other officer with equivalent duties] of the Borrower, and not individually, as follows:

As of the date hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit Agreement and the [issuance of the Senior Notes] on the date hereof, and after giving effect to the application of the proceeds of such Loans:

a. The fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;

b. The present fair saleable value of the property of the Borrower and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

c. The Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and

d. The Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

For purposes of this Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The undersigned is familiar with the business and financial position of the Borrower and its subsidiaries. In reaching the conclusions set forth in this Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Borrower and its subsidiaries after consummation of the transactions contemplated by the Commitment Letter.

[Signature Page Follows]

¹  Credit Agreement to be defined.

ANNEX I to

EXHIBIT D

IN WITNESS WHEREOF, the undersigned has executed this Certificate in such undersigned’s capacity as [chief financial officer] [specify other officer with equivalent duties] of the Borrower, on behalf of the Borrower, and not individually, as of the date first stated above.

[IMELDA]

By:

Name:

Title: