Loan Agreement Amendment; Other Loan Agreement Matters. The parties hereto acknowledge that they and their respective affiliates are, concurrently with this execution of this letter, entering into an amendment to Loan Agreement in the form set forth on Schedule D and an amendment to the Amended and Restated Pledge Agreement, dated as of December 30, 2011, by and among Borrower, DDFS Partnership LP and Banco Santander, S.A. in the form set forth on Schedule E (as so amended, the “Pledge Agreement”). The parties further agree and acknowledge that (and they will not and will cause their affiliates not to take any action that is inconsistent with the following): (i) pursuant to Section 2.4(f) of the Loan Agreement, to the extent the outstanding balance thereunder at any time exceeds $300,000,000, the Borrower shall immediately repay such excess in cash, and pursuant to Section 1 of the Amended and Restated Limited Guaranty, dated as of December 30, 2011, you shall immediately repay such excess in cash to the extent not immediately repaid by the Borrower; (ii) pursuant to Section 2.4(e) of the Loan Agreement, in the event that the Call Transaction is consummated, the Net Cash Proceeds from such transaction will be reduced by all amounts outstanding or accrued under the Loan Agreement (including principal, interest and fees); and, (iii) if there is an outstanding balance under the Loan Agreement, the Net Cash Proceeds (as defined in the Loan Agreement) of any dispositions of Company common stock pursuant to Section 5(e) above shall be applied in accordance with Section 2.4(e) of the Loan Agreement.
