Exhibit 10.1

JPMORGAN CHASE BANK, N.A.

J.P. MORGAN SECURITIES LLC

383 Madison Avenue

New York, NY 10179

CONFIDENTIAL

November 29, 2011

TE Connectivity Ltd.

Tyco Electronics Group S.A.

17, bd Grande-Duchesse Charlotte
L-1331 Luxembourg
Attention: Thomas G. Ernst, Vice President & Assistant Treasurer

Project Burgundy
US$700,000,000 Bridge Loan Facility

Commitment Letter

Ladies and Gentlemen:

TE Connectivity Ltd., a company organized under the laws of Switzerland (the “Guarantor”), and Tyco Electronics Group S.A., a company organized under the laws of the Grand Duchy of Luxembourg (the “Borrower” and, together with the Guarantor, “you”), have advised JPMorgan Chase Bank, N.A. (“JPMCB”) and J.P. Morgan Securities LLC (“JPMorgan” and, together with JPMCB, “we”, “us” or the “Commitment Parties”) that you intend to cause an indirect wholly owned subsidiary of the Borrower to acquire (the “Acquisition”) all the issued and outstanding equity interests of a company previously identified to us as “Burgundy” (the “Acquired Company”) and to consummate the other Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to it in the Summary of Principal Terms and Conditions attached as Exhibit A hereto (the “Term Sheet”)).  In that connection, you have requested that JPMorgan agree to structure and arrange a senior unsecured 364-day bridge loan facility in the principal amount of US$700,000,000 (as such amount may be reduced as provided under “Optional Commitment Reductions” and “Mandatory Commitment Reduction and Prepayment” sections of the Term Sheet) (the “Facility”) to finance the Acquisition and the other Transactions and that JPMCB commit to provide the entire amount of the Facility.

1.             Commitment.

In connection with the foregoing and subject to the terms and conditions set forth or referred to in this commitment letter (together with the Term Sheet (including the Annex thereto)), this “Commitment Letter”), JPMCB is pleased to advise you of its commitment to provide the entire principal amount of the Facility.  You acknowledge and agree that the amount of the Facility, and of JPMCB’s commitment hereunder, will be reduced as provided under

“Optional Commitment Reductions” and “Mandatory Commitment Reduction and Prepayment” sections of the Term Sheet upon the occurrence of any of the events described therein at any time after the date hereof.

2.             Titles and Roles.

JPMCB is pleased to inform you that it hereby agrees to act, and you hereby appoint JPMCB to act, as sole administrative agent for the Facility for a syndicate of lenders that will participate in the Facility (together with JPMCB, the “Lenders”).  In addition, JPMorgan is pleased to inform you that it hereby agrees to act, and you hereby appoint JPMorgan to act, as sole lead arranger and sole bookrunner for the Facility (in such capacities, the “Arranger”).  At the Arranger’s option (in consultation with the Borrower), JPMCB, JPMorgan and/or one or more of their respective affiliates may also be designated with such other titles in respect of the Facility as may be deemed appropriate or desirable by the Arranger (in consultation with the Borrower).  The Arranger will perform the duties, and exercise the authority, customarily performed by it in such role, including exclusive management of the syndication of the Facility.  In connection with the syndication of the Facility, the Arranger shall have the right to award one or more of the roles or titles described above, or such other titles as may be determined by the Arranger, to one or more other Lenders or affiliates thereof, in each case as determined by the Arranger (in consultation with the Borrower), it being understood that notwithstanding any such award, JPMorgan will have “left” placement in any and all marketing materials or other documentation used in connection with the Facility and shall hold the leading role and responsibilities conventionally associated with such “left” placement.  You agree that, except as contemplated above, no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Facility unless you and we shall so agree.

3.             Syndication.

JPMCB reserves the right, prior to or after the execution of definitive documentation for the Facility (the “Credit Documentation”), to syndicate all or a portion of its commitment hereunder to one or more Lenders (which shall be identified by the Arranger subject to your approval as set forth below) pursuant to a syndication to be managed exclusively by the Arranger.  JPMCB shall determine in consultation with you whether and when syndication of the Facility shall commence in light of the progress of the syndication of the New Credit Facility.  All aspects of the syndication of the Facility, including, without limitation, timing, potential syndicate members to be approached, titles, initial and final allocations and division of fees, shall be determined by the Arranger in consultation with you; provided that each potential syndicate member to be approached must be approved by you (such approval not to be unreasonably withheld, delayed or conditioned) (it being agreed that each person that is currently a “Lender”, or hereafter becomes a “Lender” with your consent, under the Existing Credit Agreement is hereby approved by you (each, a “Permitted Assignee”)).

In the event that JPMCB elects (in consultation with you) to commence syndication of the Facility, then until the earlier of (a) the completion of a successful syndication of the Facility, as mutually determined by the Arranger and the Borrower, and (b) the date that is 60 days following the Closing Date (such earlier date, the “Syndication End Date”), you agree to

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actively assist the Arranger in completing a syndication that is reasonably satisfactory to us, including, without limitation, by promptly preparing and providing the Arranger with such information with respect to the Guarantor and its subsidiaries, in each case including financial information, as the Arranger may reasonably deem necessary to complete a successful syndication of the Facility.  Such assistance shall include, (a) your using your commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships, (b) direct contact between senior management, representatives and advisors of you, on the one hand, and the proposed Lenders and rating agencies identified by the Arranger, on the other hand, at times and places reasonably requested by the Arranger and consented to by the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), (c) assistance by you in the prompt preparation of a Confidential Information Memorandum for the Facility and other marketing materials and information reasonably deemed necessary by the Arranger to complete a successful syndication of the Facility for delivery to potential syndicate members and participants, in each case in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Arranger, including, without limitation, estimates, forecasts, projections and other forward-looking financial information prepared by the Guarantor regarding the future consolidated performance of the Guarantor and its subsidiaries (including projections for the fiscal years 2012 and 2013 that include the Acquired Company and its subsidiaries in the form of such projections delivered to and approved by the Arranger on or prior to the date hereof) (collectively, the “Projections”), and (d) the hosting, with the Arranger, of one or more meetings or conference calls with prospective Lenders at the request of the Arranger.  You further agree that prior to, or promptly after, the announcement of the Acquisition you will advise each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (“S&P”) of the Transactions, including the nature of the contemplated financing therefor.  You also agree that, until the Syndication End Date, you and your subsidiaries will not issue, sell, offer, place or arrange, or engage in any discussions with respect to any of the foregoing, any debt securities or commercial bank or other credit facilities of the Guarantor, the Borrower or their respective subsidiaries, other than (i) the Facility, (ii) the New Credit Facility and the New Notes (it being understood that the amount thereof may exceed the aggregate principal amount of the Facility), (iii) indebtedness under the existing commitments available under the Existing Credit Agreement, (iv) working capital and overdraft facilities provided to the Borrower and its subsidiaries in the ordinary course of business and (v) commercial paper financings in the ordinary course of business, without the prior written consent of the Arranger.  Without limiting your obligations to assist with the syndication efforts as set forth herein, JPMCB agrees that the completion of a successful syndication is not a condition to the initial funding under the Facility.

It is further agreed that, in the event that JPMCB elects (in consultation with you) to commence syndication of the Facility, you will, at the request of the Arranger and upon delivery by the Arranger to you of a draft credit agreement for the Facility prepared by our counsel, negotiate the definitive version of such credit agreement (consistent with this Commitment Letter, the Term Sheet and the Fee Letter) promptly and in good faith and execute and deliver the definitive credit agreement for the Facility (and such related documents as shall be required in connection with the execution thereof) at the earliest practicable date following delivery to you of such draft credit agreement.

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4.             Information.

You represent, warrant and covenant that (a) (i) no written information that has been or is hereafter furnished by you or on your behalf in connection with the transactions contemplated hereby (other than the Projections) and (ii) no other information given at any due diligence call or any information meetings for potential syndicate members and, in each case, supplied or approved by you or on your behalf (other than the Projections) (such written information and other information (other than the Projections) being referred to herein collectively as the “Information”) taken as a whole contained (or, in the case of Information furnished after the date hereof, will contain), as of the time it was (or hereafter is) furnished, any material misstatement of fact or omitted (or will omit) as of such time to state any material fact necessary to make the statements therein taken as a whole not misleading, in the light of the circumstances under which they were (or hereafter are) made, and (b) the Projections that have been or are hereafter furnished by you or on your behalf in connection with the transactions contemplated hereby have been (or, in the event Projections are furnished after the date hereof, will be) prepared in good faith based upon accounting principles consistent in all material respects with your historical audited financial statements (except as otherwise expressly disclosed in the Projections) and upon assumptions believed by you to be reasonable at the time made and at the time the Projections are so furnished (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved); provided that, with respect to any Information or Projections prepared by or relating to the Acquired Company or its subsidiaries, the foregoing representations are made only to the best of your knowledge.  You agree that if at any time prior to the Syndication End Date any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished (and, in the case of Projections, the applicable assumptions were being made), and such representations and warranties were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations or warranties will be correct in all material respects under those circumstances.  You understand that, in arranging and syndicating the Facility, the Arranger will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof.  Before distribution of any Information or the Projections to prospective Lenders, you shall provide us with a customary letter authorizing the dissemination of such Information; provided that any such distribution shall be subject to the confidentiality provisions contained in clause (e) of the second paragraph of Section 9 hereof.

5.             Conditions Precedent.

The commitment of JPMCB and the agreements of JPMCB and JPMorgan hereunder are subject to only (a) the negotiation, execution and delivery of definitive documentation for the Facility consistent with this Commitment Letter, the Term Sheet and the Fee Letter, prepared by our counsel and satisfactory to us and you, (b) your performance of your obligations set forth in Sections 2, 3 and 4 of this Commitment Letter, except to the extent any nonperformance thereof has not adversely affected the syndication of the Facility, and (c) the other conditions set forth or referred to herein and in the Term Sheet.

Notwithstanding anything in this Commitment Letter, the Term Sheet or the Fee Letter to the contrary (but subject to the satisfaction of the conditions set forth or referred to

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herein), (a) the only representations relating to the Guarantor, the Borrower, the Acquired Company and their respective subsidiaries the making of which shall be a condition to availability of the Facility on the Funding Date shall be (i) the representations made by the Acquired Company in the Acquisition Agreement, but only to the extent that you (or any of your subsidiaries) have the right under the Acquisition Agreement not to consummate the Acquisition as a result of such representations in the Acquisition Agreement being inaccurate, and (ii) the Specified Representations (as defined below) and (b) the terms of the Credit Documentation shall be negotiated by the parties hereto in good faith not to be in a form such that the Facility is not available on the Funding Date even if the conditions set forth or referred to herein are satisfied.  For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Credit Documentation with respect to organization and power, authorization, due execution and delivery and enforceability, no conflicts, Investment Company Act status and margin regulations.  The provisions of this paragraph are referred to as the “Certain Funds Provision”.

6.             Fees.

As consideration for JPMCB’s commitment hereunder and our agreements to perform the services described herein, you agree to pay to us the fees as set forth in the arranger fee letter dated the date hereof and delivered herewith (the “Fee Letter”).

7.             Expenses; Indemnification.

To induce the Commitment Parties to issue this Commitment Letter and to proceed with the Credit Documentation, you hereby agree that all reasonable, out-of-pocket fees and expenses (including the reasonable fees and expenses of counsel (but limited, in the case of fees and expenses of counsel, to one counsel for all the Commitment Parties and, if determined by the Commitment Parties to be reasonably necessary, of one local counsel in any relevant jurisdiction for all the Commitment Parties) of the Commitment Parties and their respective affiliates arising in connection with the Facility and the preparation, negotiation, execution, delivery and enforcement of this Commitment Letter, the Fee Letter and the Credit Documentation (including in connection with their due diligence and syndication efforts) shall be for your account (and that you shall from time to time upon request by any Commitment Party reimburse it and its affiliates for all such fees and expenses paid or incurred by them), whether or not the Transactions are consummated or the Facility is made available or the Credit Documentation is executed.  You further agree to indemnify and hold harmless each Commitment Party (whether in its capacity as an agent, arranger, Lender or otherwise) and each other agent or co-agent (if any) designated by the Arranger (as reasonably agreed by you) with respect to the Facility and their respective affiliates and each director, officer, employee, representative, member, partner, trustee and agent thereof (each, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever that may be incurred by or asserted against or involve any Indemnified Person as a result of or arising out of or in any way related to or resulting from the Transactions, this Commitment Letter or the Fee Letter, the Facility and the actual or proposed use of the proceeds thereof and any related transaction and, upon demand, to pay and reimburse each Indemnified Person for any reasonable legal or other out-of-pocket expenses (but limited, in the case of legal fees and expenses, to one counsel for such Indemnified Persons taken as a whole and, solely in the case of a conflict of

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interest (as reasonably determined by the affected Indemnified Persons), one additional counsel for all affected Indemnified Persons (or similarly situated affected Indemnified Persons), in either case taken as a whole (and, if determined by us to be reasonably necessary, of one local counsel in any relevant jurisdiction for all such Indemnified Persons, taken as a whole, and, solely in the case of a conflict of interest (as reasonably determined by the affected Indemnified Persons), one additional local counsel for all affected Indemnified Persons (or similarly affected Indemnified Persons), in either case taken as a whole)) paid or incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Indemnified Person is a party to any action, suit or proceeding (including any inquiry or investigation) out of which any such expenses arise or such matter is initiated by a third party or by you or any of your affiliates); provided, however, that (i) you shall not have to indemnify any Indemnified Person against any loss, claim, damage, expense or liability to the extent same resulted from the gross negligence or willful misconduct of such Indemnified Person (as determined by a court of competent jurisdiction in a final and nonappealable judgment), (ii) each Indemnified Person shall consult with the Borrower from time to time at the reasonable request of the Borrower regarding the conduct of the defense in any such proceeding (other than in respect of proceedings in which the Borrower or any of its affiliates is a party adverse to such Indemnified Person), provided that the failure of any Indemnified Party to so consult with the Borrower shall not relieve you of your obligations under this Commitment Letter (including under this Section 7), and (iii) each Indemnified Person that proposes to settle or compromise any claim, litigation, investigation or proceeding for which you may be liable for payment of indemnity hereunder shall obtain the Borrower’s consent (not to be unreasonably withheld, delayed or conditioned) to such settlement or compromise.  Neither JPMCB, JPMorgan nor any other Indemnified Person shall be responsible or liable to you or any other person or entity 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 you may be so responsible or liable pursuant to your obligations under this Section 7, no party hereto, nor any of their respective affiliates or their or their affiliates’ directors, officers, employees, representatives, members, partners, trustees or agents, shall be responsible or liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) that may be alleged as a result of the Transactions, this Commitment Letter, the Fee Letter, the Facility and the actual or proposed use of the proceeds thereof and any related transaction.

8.             Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

Each of us reserves the right to employ the services of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to our affiliates certain fees payable to us in such manner as we and our affiliates may agree in our sole discretion.  You acknowledge that (a) each of us may share with any of our affiliates, and such affiliates may share with us, any information related to the Transaction, the Guarantor and the Acquired Company, and their respective subsidiaries and other affiliates, or any of the matters contemplated hereby and (b) each of us and our affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Guarantor, the Acquired Company and their respective affiliates may have conflicting interests regarding the transactions described herein or otherwise.  Each of us agrees

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to treat, and cause any such of our affiliates to treat, all non-public information provided to us by you and your subsidiaries (and clearly and conspicuously identified as such by you) as confidential information in accordance with the provisions hereof and customary banking industry practices. None of us will, however, furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to other persons (other than your affiliates).  You also acknowledge that none of us has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other persons.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and us, or any other implied duty on our behalf, is intended to be or has been created in respect of any of the financing transactions contemplated by this Commitment Letter, including in connection with the process leading thereto or the communications pursuant hereto or otherwise, in each case irrespective of whether we or our affiliates have advised or are advising you on other matters, (b) we, on the one hand, and you, on the other hand, have an arms’-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary, advisory or agency duty on our part, (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 we and our affiliates are engaged in a broad range of transactions that may involve interests that differ from your interests and that we and our affiliates have no obligation to disclose such interests and transactions to you 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 us or our affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we and our affiliates 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 stockholders, employees or creditors.

You further acknowledge that JPMCB and JPMorgan, together with their affiliates, are 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, JPMCB, JPMorgan and their affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Guarantor, the Acquired Company and their respective subsidiaries and other companies with which you or your subsidiaries may have commercial or other relationships.  With respect to any securities and/or financial instruments so held by any of us, any of our affiliates or any of our or their 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.

9.             Confidentiality.

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, directly or indirectly, by you to any other person or entity, except (a) to your and your affiliates’ respective officers, directors, employees, attorneys, accountants and advisors who have agreed to maintain the confidentiality of this Commitment Letter and the Fee Letter in accordance with the

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terms hereof, and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby, (b) as required by applicable law, rule, regulation or stock exchange requirement (including filings with the Securities and Exchange Commission or any other regulatory authority or stock exchange) or compulsory legal process or in connection with any pending legal proceeding or regulatory review (provided that in each such case you agree, to the extent permitted by applicable law, to (i) inform us promptly thereof and (ii) furnish only that portion of this Commitment Letter, the Fee Letter or any of their terms or substance as you are required to disclose), (c) in the case of this Commitment Letter and the contents hereof (but not the Fee Letter or the contents thereof, except as part of generic disclosure of sources and uses with respect to the Transactions) (i) to any rating agencies on a confidential basis and (ii) in any prospectus, offering memorandum or confidential information memorandum relating to any Permanent Financing and (d) in the case of this Commitment Letter and the contents hereof (and a version of the Fee Letter redacted in the manner reasonably acceptable to JPMorgan), to the Acquired Company and its officers, directors, employees, attorneys, accountants and advisors who have agreed to maintain the confidentiality of this Commitment Letter and the Fee Letter in accordance with the terms hereof, and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby).

Each of us and our affiliates will use all confidential information provided to us or our affiliates by or on behalf of you hereunder solely for the purpose of providing the services that are the subject of this Commitment Letter and our other relationships with you and your affiliates and will treat confidentially all such information; provided that nothing herein shall prevent any of us or any of our affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case we (i) to the extent permitted by law, agree to inform you promptly thereof and (ii) shall furnish only that portion of such information which we or our affiliate is legally required to disclose), (b) upon the request or demand of any regulatory authority or self-regulatory body having jurisdiction or oversight over us or any of our affiliates (in which case, to the extent permissible, we (i) agree to inform you promptly thereof (except in connection with any ordinary course inquiry or audit) and (ii) shall furnish only that portion of such information which we or our affiliate is required (based on advice of counsel, which may be external counsel) to disclose), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by us or any of our affiliates, (d) to our respective affiliates and their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transaction (provided that such information is provided on a confidential basis and we shall be responsible for our affiliates’ compliance with this paragraph), (e) to potential Lenders, participants or assignees or any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any of its affiliates or any of their respective obligations, in each case who agree to be bound by the terms of this paragraph (or, pursuant to any customary “click-through” confidentiality undertakings employed by Intralinks or a similar platform or any language substantially similar to this paragraph) or (f) for purposes of establishing a “due diligence” defense or in connection with any action or proceeding relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or the enforcement of any rights hereunder or thereunder (in which case we (i) to the extent permitted by law, agree to inform you promptly thereof and (ii) shall furnish only that portion of such information which is necessary or advisable (based on advice of counsel, which may be external

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counsel) to protect against the interest of us or our affiliate with respect to such proceeding).  Our obligations under this paragraph shall automatically, as applicable, (x) terminate upon the one year anniversary of the termination or expiration of the commitment hereunder or (y) terminate and be superseded by the confidentiality provisions in the Credit Documentation upon the closing of the Facility.

Notwithstanding anything herein to the contrary, any party to this Commitment Letter (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and the Fee Letter and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (a) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter or the Fee Letter, and (b) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws.  For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and the Fee Letter is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.

Additionally, you acknowledge and agree that none of us is 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 we shall have no responsibility or liability to you with respect thereto.

10.           Assignments; Etc.

This Commitment Letter and the Fee Letter (and your rights and obligations hereunder and thereunder) shall not be assignable by you without the prior written consent of each of us (and any attempted assignment without such consent shall be null and void), are intended to be solely for the benefit of the parties hereto and thereto (and Indemnified Persons), are not intended to confer any benefits upon, or create any rights in favor of, or be enforceable by or at the request of any person other than the parties hereto and thereto (and Indemnified Persons) and may not be relied upon by any person or entity other than you.  JPMCB’s commitment hereunder shall be superseded by the commitments in respect of the Facility set forth in the definitive credit agreement for the Facility, and upon the execution and delivery of the definitive credit agreement for the Facility by the parties thereto, JPMCB shall be released from its commitment hereunder.  Any and all obligations of, and services to be provided by, JPMCB or JPMorgan hereunder (including, without limitation, the commitment of JPMCB) may be performed, and any and all rights of any of JPMCB and JPMorgan hereunder may be exercised, by or through any of its affiliates or branches; provided that neither JPMCB nor JPMorgan shall be relieved of any of its obligations hereunder in the event any such affiliate shall fail to perform such obligation in accordance with the terms hereof.

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11.           Amendments; Governing Law; Etc.

This Commitment Letter and the Fee Letter may not be amended or modified, or any provision hereof or thereof waived, except by an instrument in writing signed by each party hereto.  Each of this Commitment Letter and the Fee 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 or the Fee Letter by facsimile (or other electronic) transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be.  Section headings used herein and in the Fee Letter are for convenience of reference only, are not part of this Commitment Letter or the Fee Letter, as the case may be, and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter or the Fee Letter, as the case may be.  You acknowledge that information and documents relating to the Facility may be transmitted through Intralinks, the internet, email or similar electronic transmission systems, and that none of JPMCB, JPMorgan or the other Indemnified Persons shall be liable for any damages arising from the use by others of information or documents transmitted in such manner.  JPMCB and JPMorgan may (upon receipt of your written consent (which consent shall not be unreasonably withheld, delayed or conditioned) place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise describing the names of the Borrower and its affiliates (or any of them), and the amount, type and closing date of the transactions contemplated hereby, all at the expense of JPMCB and JPMorgan.  This Commitment Letter and the Fee Letter set forth the entire agreement among the parties hereto as to the Facility and supersede all prior understandings, whether written or oral, among us and you with respect to the matters herein and therein.  Matters that are not covered or made clear in this Commitment Letter or in the Fee Letter are subject to mutual agreement of the parties hereto.  THIS COMMITMENT LETTER AND THE FEE LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION).

12.           Jurisdiction, Etc.

Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of any New York State court or Federal court of the United States of America in each case sitting in the County of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the Guarantor and the Borrower hereby irrevocably and unconditionally agrees that all claims arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby brought by it or any of its affiliates shall be brought, and shall be heard and determined, exclusively in such New York State or, to the extent permitted by law, in such Federal court.  Each party hereto hereby irrevocably and unconditionally (a) waives, to the fullest extent it may legally and effectively do so, any

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objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State or Federal court, as the case may be, (b) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (c) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  You agree to use commercially reasonable efforts to irrevocably designate and appoint CT Corporation, having an office on the date hereof at 111 Eighth Avenue, New York, New York 10011, as your authorized agent, to receive, accept and acknowledge on your behalf, or in respect of your property, service of any and all process that may be served in any suit, action or proceeding of the nature referred to in this Section 12 in any New York State or Federal court sitting in the County of New York.  Such service may be made by mailing or delivering a copy of such process to you in care of CT Corporation at its address set forth above.  Service of any process may also be served in any other manner permitted by law.

You represent and warrant that (a) you are subject, under the laws of the jurisdiction of your organization or existence, to civil and commercial laws with respect to your obligations under this Commitment Letter and the Fee Letter, and the execution, delivery and performance by you of this Commitment Letter and the Fee Letter constitute and will constitute private and commercial acts and not public or governmental acts and (b) none of your or any of your properties has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which it is organized and existing in respect of its obligations under this Commitment Letter or the Fee Letter.  In the event you or any of your properties have or hereafter acquire, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Commitment Letter, the Fee Letter or any transaction contemplated hereby any immunity from jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, you hereby irrevocably agree not to claim, and hereby irrevocably and unconditionally waive, such immunity.

13.           Waiver of Jury Trial.

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

14.           Surviving Provisions.

The provisions of Sections 3, 4, 6, 7, 8, 9, 11, 12, 13 and 14 of this Commitment Letter and the provisions of 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 commitment of the Commitment Parties hereunder and our agreements to perform the services described herein; provided that your obligations under Section 7 shall automatically terminate and be superseded by the Credit Documentation on the Closing Date, in each case, only to the extent a similar provision relating to expense

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reimbursement and indemnification (covering the parties and matters covered by Section 7 hereof) is contained in the Credit Documentation.

15.           PATRIOT Act Notification.

Each of JPMCB and JPMorgan hereby notifies you that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (as amended from time to time, the “PATRIOT Act”)), it and the Lenders are required to obtain, verify and record information that identifies the Borrower and the Guarantor, which information includes the name, address, tax identification number and other information regarding the Borrower and the Guarantor that will allow JPMCB, JPMorgan and the Lenders to identify the Borrower and the Guarantor in accordance with the PATRIOT Act.  This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to JPMCB, JPMorgan and each Lender.

16.           Termination and Acceptance.

JPMCB’s commitment hereunder, and JPMCB’s and JPMorgan’s agreements to perform the services described herein, will automatically terminate (without further action or notice and without further obligation to you) upon the first to occur (a) on 5:00 p.m., New York City time, on October 15, 2012, unless on or prior to such date a definitive credit agreement for the Facility, satisfactory in form and substance to us shall have been entered into and become effective pursuant to the terms thereof, (b) the consummation of the Acquisition, (c) the abandonment or termination of the Acquisition Agreement and (d) upon the effectiveness of the definitive documentation for the New Credit Facility.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on November 29, 2011.  JPMCB’s commitment and the agreements of JPMCB and JPMorgan hereunder will expire at such time automatically (and without further action or notice and without further obligation to you) at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence.

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

Accepted and agreed to as of

the date set forth above by:

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EXHIBIT A

CONFIDENTIAL

Project Burgundy
US$700,000,000 Bridge Loan Facility
Summary of Principal Terms and Conditions

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

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ANNEX I

TO EXHIBIT A

Project Burgundy
US$700,000,000 Bridge Loan Facility
Summary of Additional Conditions Precedent

The borrowing under the Facility shall be subject to the following additional conditions precedent:

1.             The Arranger shall have received a copy of the definitive Acquisition Agreement (together with all the exhibits, schedules and other documents relating thereto) certified by the Guarantor as complete and correct and, unless approved by the Arranger, the terms and conditions thereof, and of all such exhibits, schedules and other documents relating thereto, shall not be different in any respect that is materially adverse to the Lenders than the terms and conditions of the draft of the Acquisition Agreement dated November 28, 2011, delivered to the Arranger’s counsel on November 28, 2011 at 6:29 p.m.  The Acquisition shall have been consummated, or substantially concurrently with the funding under the Facility shall be consummated, pursuant to and on the terms set forth in the Acquisition Agreement and all conditions precedent to the consummation of the Acquisition shall have been satisfied; provided that no conditions precedent or other terms of the Acquisition Agreement shall have been amended, waived or otherwise modified (and no consent thereunder shall have been granted) in a manner that is materially adverse to the Lenders unless approved by the Arranger.

2.             All indebtedness outstanding under the Acquired Company’s US$725,000,000 senior and second lien facilities agreement dated as of June 22, 2006 (as amended and restated on September 15, 2009 and April 30, 2010), and all other indebtedness of the Acquired Company and its subsidiaries contemplated by the Acquisition Agreement to be repaid upon the consummation of the Acquisition, shall have been repaid, or substantially concurrently with the funding under the Facility shall be repaid, all commitments thereunder shall have been, or substantially concurrently with the funding under the Facility shall be, terminated and all liens and guarantees created thereunder shall have been, or substantially concurrently with the funding under the Facility shall be, released and discharged (it being understood and agreed that certain documentation and filings with respect to the termination of such liens will not occur on the Funding Date, and that the Guarantor will use commercially reasonable efforts to cause such documentation and filings to occur as promptly as practicable following the Funding Date).

3.             The Lenders shall have received (a) U.S. GAAP audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of the Guarantor for the three most recently completed fiscal years ended at least 90 days prior to the Funding Date, (b) U.S. GAAP unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of the Guarantor for each subsequent fiscal quarter ended at least 45 days before the Funding Date (and comparable periods for the prior fiscal year) and (c) IFRS audited consolidated balance sheets of the Acquired Company for the fiscal year ended December 31, 2010 and any related consolidated statements of the Acquired Company in the possession of the Guarantor as of the Funding Date; provided that filing of the financial statements referred to in clause (a) or (b) above on Form 10-K and Form 10-Q by the Guarantor will satisfy the foregoing requirements.

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4.             The Lenders shall have received (a) legal opinions reasonably satisfactory to the Administrative Agent from counsel (including, without limitation, New York counsel) covering matters reasonably acceptable to the Administrative Agent (including, without limitation, governmental approvals with respect to the Facility), (b) a solvency certificate in the form attached hereto as Schedule I, from the chief financial officer of the Borrower, and (c) other customary and reasonably satisfactory closing and corporate documents, resolutions, certificates (including a certificate as to the occurrence of any event referred to under “Mandatory Commitment Reduction and Prepayment” in the Term Sheet and any amendments, waivers or consents under the Acquisition Agreement), instruments, and deliverables.

5.             The Arranger shall have had a period of not less than 20 consecutive days after completion of a customary confidential information memorandum with respect to the Facility to market and syndicate the Facility; provided that such period shall not include any day from and including December 19, 2011 through and including January 3, 2012, and any day from and including August 13, 2012 through and including September 3, 2012.

6.             All costs, fees, and all reasonable and documented expenses (including, without limitation, legal fees and expenses) and other compensation contemplated hereby for which invoices have been presented no later than the second day preceding the Funding Date, payable to the Arranger, the Administrative Agent and the Lenders shall have been paid to the extent due.

7.             One or more investment banks reasonably satisfactory to the Arranger shall have been engaged to publicly sell or privately place the New Notes.

8.             The Lenders 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) and requested at least five business days prior to the Funding Date.

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