Guaranty and
Security

In connection with
the Term Loans, Parent, the Company and certain subsidiaries of
the Company, as guarantors (the Guarantors) entered into
(i)a Term Loan Guarantee, dated as of February17, 2017, with the
Term Loan Agent for the benefit of the Term Loan Lenders, to
which Parent and the Guarantors guaranteed the obligations of the
Borrower under the Term Loans, and (ii)a Term Loan Security
Agreement, dated as of February17, 2017, with the Term Loan Agent
for the benefit of the Term Loan Lenders, to which amounts
borrowed by the Borrower under the Term Loans are secured on a
(i)first priority basis by a security interest in all assets of
the credit parties other than accounts receivable, cash, deposit
accounts and security accounts, any inventory, intellectual
property in connection with the sale of inventory and letter of
credit rights, commercial tort claims, chattel paper, supporting
obligations, general intangibles (including contract rights and
customer lists), documents, books, records and instruments
relating to the foregoing and (ii)second priority basis by a
security interest in all accounts receivable, cash, deposit
accounts and security accounts, any inventory, intellectual
property in connection with the sale of inventory and letter of
credit rights, commercial tort claims, chattel paper, supporting
obligations, general intangibles (including contract rights and
customer lists), documents, books, records and instruments
relating to the foregoing, in each case, subject to certain
customary exceptions.

Certain
Covenants and Events of Default

The Term Loan
Credit Agreement contains a number of customary affirmative and
negative covenants that, among other things, will limit or
restrict the ability of the Borrower and each restricted
subsidiary, subject to certain exceptions, to: incur additional
indebtedness (including guarantees); incur liens; engage in
certain fundamental changes (other than to the transactions
contemplated by the Merger Agreement); sell assets; pay dividends
and make other payments in respect of capital stock; make certain
investments, loans, advances; create restrictions on
distributions from the restricted subsidiaries that are not
guarantors; amend junior debt documents; and engage in certain
transactions with affiliates. In addition, the Term Loan Credit
Agreement requires that the Borrower comply with a specified
consolidated senior secured net leverage ratio.

The Term Loan
Credit Agreement contains customary events of default, including
nonpayment of principal, interest or other amounts; material
inaccuracy of a representation or warranty when made; violation
of a covenant; cross-default to material indebtedness (other than
the ABL Facility); cross-acceleration to the ABL Facility;
bankruptcy events; certain ERISA events; material impairments of
the guarantees and/or security; material unsatisfied judgments;
and a change of control. Failure to comply with the consolidated
senior secured net leverage ratio or the other provisions of the
Term Loan Credit Agreement (subject to certain grace periods and
customary cure rights) could, absent a waiver or an amendment
from the Term Loan Lenders, permit the acceleration of all
outstanding borrowings under the Term Loan Credit
Agreement.

2

ABL
Credit Agreement

Borrowing
Base

On any date of
determination, the Borrowing Base under the ABL Credit Agreement
shall be equal to (a) 90% of the value of eligible credit card
receivables of any credit party; plus (b)the lesser of (i)
80% of the value of eligible inventory of any credit party and
(ii) 85% of the net orderly liquidation value of eligible
inventory of any credit party; plus (c)the amount of
qualified cash of any credit party; minus (d)any
reserves;

Interest Rate
and Fees

At the Companys
election, the interest rate per annum applicable to the loans
under the ABL Credit Agreement will (1)until the last day of the
first full fiscal quarter following the closing date be either
(a)in the case of ABR loans, a fluctuating rate per annum
determined by reference to the highest of (i)the federal funds
effective rate for such day plus 1/2 of 1%, (ii) the prime rate
announced by Goldman Sachs Bank USA for such day and (iii)a LIBOR
rate determined by reference to LIBOR on the applicable Reuters
screen page at approximately 11:00 a.m., London time, two
business days prior to the commencement of the applicable
interest period, for Dollar deposits with a term of one month
commencing that day, plus 1.00% , (the ABR Rate) plus an
applicable margin of 1.25%, or (b)in the case of LIBOR loans, a
LIBOR rate determined by reference to LIBOR on the applicable
Reuters screen page at approximately 11:00 a.m., London time, two
business days prior to the commencement of the applicable
interest period, for Dollar deposits with a term equivalent to
such interest period (the LIBOR Rate;) plus an applicable margin
of 2.25% (provided, in no event, shall the LIBOR Rate be less
than zero) and (2)thereafter shall bear interest at the election
of the Company at either the ABR Rate or the LIBOR Rate plus a
margin determined by reference to a pricing grid based on average
daily excess availability.

Prepayments