UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

rue21, inc.

Name of Subject Company (issuer)

rue21, inc.

Rhodes Holdco, Inc.

Rhodes Merger Sub, Inc.

Apax VIII-A L.P.

Apax VIII-B L.P.

Apax VIII-1 L.P.

Apax VIII-2 L.P.

(Names of Filing Persons (other person(s))

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

781295100

(CUSIP Number of Class of Securities)

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

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

Calculation of Filing Fee

*  Set forth the amount on which the filing fee is calculated and state how it was determined.

In accordance with Exchange Act Rule 0-11(c), the filing fee of $144,561.65 was determined by multiplying 0.0001364 by the aggregate merger consideration of $1,059,836,111.98. The aggregate merger consideration was calculated as the sum of (a) 23,499,510 shares of Common Stock multiplied by the merger consideration of $42.00 per share; (b) 1,611,541 shares of Common Stock issuable upon the exercise of options to purchase Common Stock multiplied by the difference between $42.00 and the weighted average exercise price of $19.22 per share of such options, (c) 365,769 shares issuable upon settlement of restricted stock units multiplied by the merger consideration of $42.00 per share, (d) 3,451 shares issuable upon settlement of deferred stock units multiplied by the merger consideration of $42.00 per share, and (e) 491,394 shares issuable upon settlement of performance share units multiplied by the merger consideration of $42.00 per share (assuming unearned performance share units will be settled for the maximum number of shares subject to such awards of performance share units).

Introduction

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits thereto (the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) rue21, inc., a Delaware corporation (“rue21” or the “Company”) and the issuer of the common stock, par value $0.001 per share (the “Shares”) that is subject to the Rule 13E-3 transaction, (ii) Rhodes Holdco, Inc., a Delaware corporation (“Parent”), (iii) Rhodes Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), and (iv) Apax VIII-A L.P., a Guernsey limited partnership, Apax VIII-B L.P., a Guernsey limited partnership, Apax VIII-1 L.P., a Guernsey limited partnership and Apax VIII-2 L.P., a Guernsey limited partnership (collectively, the “Apax Investors”).

On May 23, 2013, the Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company at which the holders of the Shares will be asked to consider and vote on, among other things, a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement by the affirmative vote of the holders of (i) a majority of the outstanding Shares entitled to vote thereon and (ii) a majority of the outstanding Shares entitled to vote thereon that are not owned, directly or indirectly, by the Parent Parties, SKM Equity Fund II, L.P., SKM Investment Fund II, the Apax Investors, or any executive officer or director of the Company who, prior to the date of the special meeting, has entered into any contract with Parent or any of its affiliates providing for the consideration to be received by such executive officer or director in the Merger to be different from that paid to other holders of Shares pursuant to the terms of the Merger Agreement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement.

Under the terms of the Merger Agreement, at the effective time of the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than certain excluded Shares, including Shares held by any of the Company’s stockholders who are entitled to and properly demanded and did not withdraw a demand for appraisal under Delaware law) will be converted into the right to receive $42.00 in cash, without interest (the “Merger Consideration”), less any applicable withholding taxes, whereupon all such Shares will be automatically canceled and will cease to exist, and the holders of such Shares will cease to have any rights with respect thereto other than the right to receive the Merger Consideration. Shares held by any of the Parent Parties and by the Company or any wholly-owned subsidiary of the Company or Parent will be cancelled and will not be entitled to receive the Merger Consideration.

At the effective time of the Merger, except as otherwise agreed to between Parent or its affiliates and the holder of an option to purchase Shares, each outstanding option to purchase Shares, vested or unvested shall be cancelled, and in exchange therefor, the holder thereof shall be entitled to receive, at the effective time of the Merger, an amount in cash equal to the product of (i) the total number of Shares subject to such option immediately prior to the effective time of the Merger multiplied by (ii) the excess, if any, of the per Share Merger Consideration over the exercise price per Share of such option, without interest and less applicable taxes required to be withheld; provided, that if the exercise price per Share of any such stock option is equal to or greater than the per Share Merger Consideration, such stock option shall be cancelled without any cash payment being made in respect thereof.

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Except as otherwise agreed to between Parent or its affiliates and the holder of a restricted stock unit award of the Company or a deferred stock unit award of the Company, at the effective time of the Merger, outstanding restricted stock unit awards of the Company, whether vested or unvested, and outstanding deferred stock unit awards of the Company, all of which are vested, will be cancelled, and in exchange therefor, the holder thereof will be entitled to receive, at the effective time of the Merger, an amount in cash equal to the product of (i) the per Share Merger Consideration multiplied by (ii) the number of restricted stock units or deferred stock units underlying such cancelled awards, as applicable, without interest and less applicable taxes required to be withheld.

Except as otherwise agreed to between Parent or its affiliates and the holder of a performance stock unit award of the Company, each performance stock unit award of the Company that has become vested on or prior to the effective time of the Merger, based on the satisfaction of applicable operating income performance goals and/or the acceleration of applicable time-based vesting conditions, will be cancelled and converted into the right to receive an amount in cash equal to the product of (x) the number of Shares subject to the performance stock unit award times (y) the per Share Merger Consideration, without interest and less applicable taxes required to be withheld. Any performance stock units of the Company that have not become vested as of the effective time of the Merger will be automatically cancelled and forfeited as of the effective time of the Merger for no consideration.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated by reference herein in its entirety, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

The information set forth under the captions “Summary Term Sheet” and “Questions and Answers About the Special Meeting and the Merger” in the Proxy Statement is incorporated herein by reference.

(a) Name and Address. The name of the subject company is rue21, inc., a Delaware corporation. rue21’s executive offices are located at 800 Commonwealth Drive, Warrendale, PA 15086. Its telephone number is (724) 776-9780.

(b) Securities. The class of securities to which this Schedule 13E-3 relates is the common stock, par value $0.001 per share, of rue21, of which 23,499,510 shares were issued and outstanding as of June 19, 2013.

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(c) Trading Market and Price. The information set forth under the caption “Other Important Information Regarding rue21—Market Price of Common Stock and Dividends” in the Proxy Statement is incorporated herein by reference.

(d) Dividends. The information set forth under the caption “Other Important Information Regarding rue21—Market Price of Common Stock and Dividends” in the Proxy Statement is incorporated herein by reference.

(e) Prior Public Offerings. The information set forth under the caption “Other Important Information Regarding rue21—Prior Public Offerings” in the Proxy Statement is incorporated herein by reference.

(f) Prior Stock Purchases. The information set forth under the caption “Other Important Information Regarding rue21—Certain Purchases and Sales of Shares” in the Proxy Statement is incorporated herein by reference.

(a) – (c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. rue21 is the subject company. The information set forth under the captions “Parties to the Merger,” “Other Important Information Regarding rue21—Directors and Officers of the Company” and “Other Important Information Regarding the Parent Group, the Apax Investors and the SKM Funds” in the Proxy Statement is incorporated herein by reference.

The SKM Funds have not been identified as filing persons in the Schedule 13e-3. The Apax Investors, Parent Group and the Company have been advised by the SKM funds that, although the SKM Funds may be deemed to be affiliates of the Company and/or Apax and the Apax Investors, (i) the SKM Funds do not believe that they are engaged in a going private transaction for purposes of Rule 13e-3 under the Exchange Act, (ii) the SKM Funds believe that they are passive sellers in the Merger and related transactions and (iii) the SKM Funds have been represented by separate counsel.

(a)(1) Tender Offers. Not applicable.

(a)(2) Mergers or Similar Transactions.

(i) The information set forth under the captions “Summary Term Sheet—Special Factors—Certain Effects of the Merger; Certain Effects on the Company if the Merger is not Completed,” “Special Factors—Certain Effects of the Merger” and “The Merger Agreement—The Merger; Merger Consideration” in the Proxy Statement is incorporated herein by reference.

(ii) The information set forth under the captions “Summary Term Sheet—Special Factors—Certain Effects of the Merger; Certain Effects on the Company if the Merger is not Completed,” “Summary Term Sheet—The Merger Agreement—Treatment of rue21 Stock Options and Other Equity-Based Awards,” “Questions and Answers About the Special Meeting and the Merger” and “The Merger Agreement— The Merger; Merger Consideration” in the Proxy Statement is incorporated herein by reference.

(iii) The information set forth under the captions “Special Factors—Background of the Merger,” “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger,” “Special Factors—Position of the Parent Group and the Apax Investors as to the Fairness of the Merger,” “Special Factors—Opinion of Financial Advisor to the Special Committee,” “Special Factors—Purpose and Reasons of the Parent Group and the Apax Investors for the Merger,” “Special Factors—Plans for the Company After the Merger,” “Special Factors—Certain Effects of the Merger,” “Special Factors—Considerations Relating to the Merger” and “Special Factors—Certain Effects on the Company if the Merger is not Completed” in the Proxy Statement is incorporated herein by reference.

(iv) The information set forth under the captions “Summary Term Sheet—The Special Meeting—Vote Required,” “The Special Meeting—Vote Required” and “Questions and Answers About the Special Meeting and the Merger” in the Proxy Statement is incorporated herein by reference.

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(v) The information set forth under the captions “Summary Term Sheet—Special Factors—Certain Effects of the Merger; Certain Effects on the Company if the Merger is not Completed,” “Special Factors—Certain Effects of the Merger”, “Special Factors—Interests of Executive Officers and Directors of the Company in the Merger” and “Questions and Answers About the Special Meeting and the Merger” in the Proxy Statement is incorporated herein by reference.

(vi) The information set forth under the caption “Special Factors—Accounting Treatment” is incorporated herein by reference.

(vii) The information set forth under the captions “Summary Term Sheet—Special Factors—Material United States Federal Income Tax Consequences of the Merger”, “Special Factors—Material United States Federal Income Tax Consequences of the Merger” and “Questions and Answers About the Special Meeting and the Merger” in the Proxy Statement is incorporated herein by reference.

(c) Different Terms. The information set forth under the captions “Special Factors—Certain Effects of the Merger,” “Special Factors—Interests of Executive Officers and Directors of the Company in the Merger,” “The Merger Agreement—The Merger; Merger Consideration,” “The Merger Agreement—Treatment of rue21 Stock Options and Other Equity-Based Awards” and “The Support Agreement” in the Proxy Statement is incorporated herein by reference.

(d) Appraisal Rights. The information set forth under the captions “Summary Term Sheet—The Special Meeting—Appraisal Rights,” “Appraisal Rights” and “Questions and Answers About the Special Meeting and the Merger” in the Proxy Statement is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders. The information set forth under the captions “Special Factors—Provisions for Unaffiliated Security Holders” in the Proxy Statement is incorporated herein by reference.

(f) Eligibility for Listing or Trading. Not applicable.

(a) Transactions. Not applicable.

(b) – (c) Significant Corporate Events; Negotiations or Contacts. The information set forth under the captions “Special Factors—Background of the Merger,” “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger,” “Special Factors—Position of the Parent Group and the Apax Investors as to the Fairness of the Merger,” “Special Factors—Purpose and Reasons of the Parent Group and the Apax Investors for the Merger,” “Special Factors—Certain Effects of the Merger,” “Special Factors—Interests of Executive Officers and Directors of the Company in the Merger,” “The Merger Agreement” and “The Support Agreement” in the Proxy Statement is incorporated herein by reference.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in rue21’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013, as amended, and the information set forth under the captions “Summary Term Sheet—The Special Meeting—Record Date and Quorum,” “Summary Term Sheet—The Special Meeting—Vote Required,” “Special Factors—Purpose and Reasons of the Parent Group and the Apax Investors for the Merger,” “Special Factors—Certain Effects of the Merger,” “Special Factors—Interests of Executive Officers and Directors

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of the Company in the Merger,” “Questions and Answers About the Special Meeting and the Merger,” “The Merger Agreement,” “The Support Agreement,” “Parties to the Merger” and “Other Important Information Regarding rue21—Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

(b) Use of Securities Acquired. The information set forth under the captions “Summary Term Sheet—Special Factors—Certain Effects of the Merger; Certain Effects on the Company if the Merger is not Completed,” “Special Factors—Purpose and Reasons of the Parent Group and the Apax Investors for the Merger,” “Special Factors—Plans for the Company After the Merger,” “Special Factors—Certain Effects of the Merger,” “Special Factors—Interests of Executive Officers and Directors of the Company in the Merger” and “Questions and Answers About the Special Meeting and the Merger” in the Proxy Statement is incorporated herein by reference.

(c) Plans. The information set forth under the captions “Summary Term Sheet,” “Special Factors—Background of the Merger,” “Special Factors—Purpose and Reasons of the Parent Group and the Apax Investors as to the Fairness of the Merger,” “Special Factors—Plans for the Company After the Merger,” “Special Factors—Certain Effects of the Merger,” “Questions and Answers About the Special Meeting and the Merger,” “The Merger Agreement,” “Other Important Information Regarding rue21—Directors and Officers of the Company,” “Other Important Information Regarding rue21—Market Price of Common Stock and Dividends” and “Delisting and Deregistration of Common Stock” in the Proxy Statement is incorporated herein by reference.

(a) Purposes. The information set forth under the captions “Summary Term Sheet—Special Factors—Certain Effects of the Merger; Certain Effects on the Company if the Merger is not Completed,” “Special Factors—Background of the Merger,” “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger,” “Special Factors—Position of the Parent Group and the Apax Investors as to the Fairness of the Merger,” “Special Factors—Purpose and Reasons of the Parent Group and the Apax Investors for the Merger,” “Special Factors—Plans for the Company After the Merger,” “Special Factors—Considerations Relating to the Merger” and “Special Factors—Certain Effects on the Company if the Merger is not Completed” in the Proxy Statement is incorporated herein by reference.

(b) Alternatives. The information set forth under the captions “Summary Term Sheet—Special Factors—Certain Effects of the Merger; Certain Effects on the Company if the Merger is not Completed,” “Special Factors—Background of the Merger,” “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger,” “Special Factors—Position of the Parent Group and the Apax Investors as to the Fairness of the Merger,” “Special Factors—Considerations Relating to the Merger” and “Special Factors—Certain Effects on the Company if the Merger is not Completed” in the Proxy Statement is incorporated herein by reference.

(c) Reasons. The information set forth under the captions “Summary Term Sheet—Special Factors—Certain Effects of the Merger; Certain Effects on the Company if the Merger is not Completed,” “Special Factors—Background of the Merger,” “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger,” “Special Factors—Position of the Parent Group and the Apax Investors as to the Fairness of the Merger,” “Special Factors—Purpose and Reasons of the Parent Group and the Apax Investors for the Merger,”

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“Special Factors—Plans for the Company After the Merger,” “Special Factors—Certain Effects of the Merger,” “Special Factors—Considerations Relating to the Merger” and “Special Factors—Certain Effects on the Company if the Merger is not Completed” in the Proxy Statement is incorporated herein by reference.

(d) Effects. The information set forth under the captions “Summary Term Sheet—Special Factors—Certain Effects of the Merger; Certain Effects on the Company if the Merger is not Completed,” “Summary Term Sheet—Special Factors—Material United States Federal Income Tax Consequences of the Merger,” “Special Factors—Background of the Merger,” “Special Factors—Position of the Parent Group and the Apax Investors as to the Fairness of the Merger,” “Special Factors—Purpose and Reasons of the Parent Group and the Apax Investors for the Merger,” “Special Factors—Plans for the Company After the Merger,” “Special Factors—Certain Effects of the Merger,” “Special Factors—Interests of Executive Officers and Directors of the Company in the Merger,” “Special Factors—Material United States Federal Income Tax Consequences of the Merger” and “Questions and Answers About the Special Meeting and the Merger” in the Proxy Statement is incorporated herein by reference.

(a)—(e) Fairness; Factors Considered in Determining Fairness; Approval of Security Holders; Unaffiliated Representative; Approval of Directors. The information set forth under the captions “Summary Term Sheet—Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger,” “Summary Term Sheet—Special Factors—Opinion of Financial Advisor to the Special Committee,” “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger,” “Special Factors—Position of the Parent Group and the Apax Investors as to the Fairness of the Merger,” “Special Factors—Opinion of Financial Advisor to the Special Committee,” “Special Factors—Certain Effects of the Merger,” “Special Factors—Interests of Executive Officers and Directors of the Company in the Merger” and “Questions and Answers About the Special Meeting and the Merger” in the Proxy Statement is incorporated herein by reference.

(f) Other Offers. Not applicable.

(a)—(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth under the captions “Summary Term Sheet—Special Factors—Opinion of Financial Advisor to the Special Committee,” “Special Factors—Background of the Merger,” “Special Factors—Opinion of Financial Advisor to the Special Committee,” “Special Factors—Certain Effects of the Merger,” “Special Factors—Fees and Expenses” and “Where You Can Find More Information” in the Proxy Statement is incorporated herein by reference.

The written opinion of Perella Weinberg Partners LP, dated May 22, 2013, is attached to the Proxy Statement as Annex C and is incorporated herein by reference.

The presentation of Perella Weinberg Partners LP to the special committee of the board of directors of rue21, dated November 2, 2012, is incorporated herein by reference.

The presentation of Perella Weinberg Partners LP to the special committee of the board of directors of rue21, dated November 8, 2012, is incorporated herein by reference.

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The presentation of Perella Weinberg Partners LP to the special committee of the board of directors of rue21, dated November 16, 2012, is incorporated herein by reference.

The presentation of Perella Weinberg Partners LP to the special committee of the board of directors of rue21, dated December 1, 2012, is incorporated herein by reference.

The presentation of Perella Weinberg Partners LP to the special committee of the board of directors of rue21, dated January 22, 2013, is incorporated herein by reference.

The presentation of Perella Weinberg Partners LP to the special committee of the board of directors of rue21, dated April 22, 2013, is incorporated herein by reference.

The presentation of Perella Weinberg Partners LP to the special committee of the board of directors of rue21, dated April 27, 2013, is incorporated herein by reference.

The presentation of Perella Weinberg Partners LP to the special committee of the board of directors of rue21, dated May 18, 2013, is incorporated herein by reference.

The presentation of Perella Weinberg Partners LP to the special committee of the board of directors of rue21 and the board of directors of rue21, dated May 22, 2013, is incorporated herein by reference.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of rue21, located at 800 Commonwealth Drive, Warrendale, Pennsylvania 15086, during its regular business hours by any interested equity security holder of rue21 or representative who has been so designated in writing.

(a)—(b) Source of Funds; Conditions. The information set forth under the caption “Special Factors—Financing of the Merger” in the Proxy Statement is incorporated herein by reference.

(c) Expenses. The information set forth under the captions “Special Factors—Fees and Expenses” and “The Merger Agreement—Expenses” in the Proxy Statement is incorporated herein by reference.

(d) Borrowed Funds. The information set forth under the captions “Special Factors—Financing of the Merger” and “The Debt Commitment Letter” in the Proxy Statement is incorporated herein by reference.

(a)—(b) Securities Ownership; Securities Transactions. The information set forth under the captions “Special Factors—Interests of Executive Officers and Directors of the Company in the Merger,” “Other Important Information Regarding rue21—Security Ownership of Certain Beneficial Owners and Management” and “Other Important Information Regarding rue21—Certain Purchases and Sales of Company Common Stock” in the Proxy Statement is incorporated herein by reference.

As of June 20, 2013, the directors and executive officers of each of the Parent, Merger Sub and the Apax Investors (other than Alex Pellegrini, William Gumina and John Megrue) do not beneficially own any Shares.

John Megrue and Alex Pellegrini are on the Company’s board of directors and partners or officers of the Apax Investors or their affiliates, and both of Messrs. Megrue and Pellegrini could be deemed to be the beneficial owner of shares owned by the SKM Funds. Both Messrs. Megrue and Pellegrini disclaim beneficial ownership of any securities owned by the SKM Funds pursuant to rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

John Megrue is a managing member of Saunders Karp & Megrue Partners, LLC (“SKM LLC”), a member of SKM LLC’s management committee and SKM LLC’s investment committee and William Gumina is a partner of the Apax Investors or their affiliates and a member of SKM’s investment committee, and each could be deemed to be the beneficial owner of Shares owned by the SKM Funds. Both Messrs. Megrue and Gumina disclaim beneficial ownership of any securities owned by the SKM Funds pursuant to rules under the Exchange Act.

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(d)—(e) Intent to Tender or Vote in a Going-Private Transaction; Recommendation of Others. The information set forth under the captions “Summary Term Sheet—Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger,” “Special Factors—Background of the Merger,” “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger,” “Special Factors—Position of the Parent Group and the Apax Investors as to the Fairness of the Merger,” “Special Factors—Interests of Executive Officers and Directors of the Company in the Merger,” “Questions and Answers About the Special Meeting and the Merger,” “The Support Agreement” and “The Merger (The Merger Agreement Proposal—Proposal 1)—Vote Required and Board Recommendation” in the Proxy Statement is incorporated herein by reference.

(a) Financial Information. The information set forth under the captions “Other Important Information Regarding rue21—Selected Historical Consolidated Financial Data,” “Other Important Information Regarding rue21—Ratio of Earnings to Fixed Charges” and “Other Important Information Regarding rue21—Book Value per Share” in the Proxy Statement is incorporated herein by reference. rue21’s Annual Report on Form 10-K for the year ended February 2, 2013, as amended, and its Quarterly Report on Form 10-Q for the quarter ended May 4, 2013 are incorporated herein by reference.

(b) Pro Forma Information. Not applicable.

(a)—(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth under the captions “Special Factors—Background of the Merger,” “Special Factors—Fees and Expenses,” “Questions and Answers About the Special Meeting and the Merger” and “The Special Meeting—Solicitation of Proxies; Payment of Solicitation Expenses” in the Proxy Statement is incorporated herein by reference.

(b) Golden Parachute Compensation. The information set forth under the caption “Special Factors—Interests of Executive Officers and Directors of the Company in the Merger—Golden Parachute Compensation Table” in the Proxy Statement is incorporated herein by reference.

(c) Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2013

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2013

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2013

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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Dated: June 20, 2013

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2013

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2013

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2013

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Exhibit (b) (1)

EXECUTION VERSION

EQUITY COMMITMENT LETTER

May 23, 2013

Rhodes Holdco, Inc.

c/o Apax Partners, L.P.

601 Lexington Avenue, 53rd Floor

New York, New York 10022

Attn: Alex Pellegrini

Ladies and Gentlemen:

This letter agreement sets forth the commitment of Apax VIII-A L.P., Apax VIII-B L.P., Apax VIII-1 L.P. and Apax VIII-2 L.P. (collectively, the “Investors”), subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by Section 9 of this letter agreement to purchase, directly or indirectly, equity securities of Rhodes Holdco, Inc., a Delaware corporation (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among Parent, rue21, inc., a Delaware corporation (the “Company”) and Rhodes Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Parent shall acquire the Company through the merger of Merger Sub with and into the Company, with the Company as the surviving corporation (the “Merger”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

(a) Upon the terms and subject to the conditions set forth herein, the Investors hereby collectively commit to purchase for cash, or cause an assignee permitted by Section 9 of this letter agreement to purchase for cash, directly or indirectly, at the Closing an aggregate amount of $283,000,000 of equity securities of Parent (the “Closing Commitment”), solely for the purposes of allowing Parent (i) to fund the aggregate Merger Consideration and the amounts payable under Article IV of the Merger Agreement, (ii) to pay related fees and expenses upon the consummation of the Merger and the transactions contemplated by the Merger Agreement and (iii) to the extent required, to repay or cause to be repaid indebtedness of the Company and its Subsidiaries, in each case pursuant to and in accordance with the Merger Agreement (together, the “Required Payments”). The total obligation of the Investors to fund in connection with the Closing shall in no event exceed the Closing Commitment (or, in the case of each Investor, subject to the second sentence of Section 4 hereof, its Pro Rata Percentage (as such term is defined below) of such amount). The Investors may effect the purchase of equity securities of Parent directly or indirectly through one or more affiliated entities. The obligation of the Investors to fund any portion of the Closing Commitment may be reduced by the Investors (but not prior to immediately before the Effective Time) to the extent (and only to the extent) that Parent and/or Merger Sub does not require the full amount of the Closing Commitment (a) to make the Required Payments and would be able to make such Required Payments after such reduction and (b) to satisfy the conditions set forth in the Debt Financing Commitments. The obligation of the Investors to fund the Closing Commitment may be reduced by the Investors on a dollar for dollar basis for purchases of equity securities of Parent by an assignee permitted by Section 9 of this letter agreement that are actually made at the Closing; provided that no such action shall reduce the amount of the Closing Commitment or otherwise affect the obligations of the Investors under this letter agreement. In lieu of purchasing equity securities of Parent, any of the Investors may satisfy its Closing Commitment in whole or in part by the purchase, directly or indirectly, of debt securities of Parent only if the purchase of such debt securities does not and will not, directly or indirectly, cause or result in the failure of any condition to such Debt Financing Commitments.

(b) The Investors’ obligations under this letter agreement to fund the Closing Commitment are subject to (i) the Marketing Period having ended and the satisfaction or waiver by Parent of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger, in each case, as contemplated by 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 contemporaneous satisfaction of such conditions, (ii) the substantially contemporaneous consummation of the Merger in accordance with the terms of the Merger Agreement (including to the extent that the Company obtains, in accordance with the terms and subject to the satisfaction of the conditions set forth in Section 9.5 of the Merger Agreement, an order requiring Parent to specifically perform its obligations pursuant to the terms of the Merger Agreement to cause the Closing Commitments of the Investors to be funded in connection with the consummation of the Merger) and (iii) unless the failure of the consummation of the Debt Financing has resulted from failure of the Investors to fund the Closing Commitment in violation of this letter agreement, the consummation of the Debt Financing pursuant to the Debt Financing Commitments prior to or substantially contemporaneously with, such funding by the Investors.

(c) The obligation of the Investors to fund, or cause the funding of, the Closing Commitment shall automatically and immediately terminate upon the earliest to occur of (i) the

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consummation of the Closing (at which time the obligation shall be discharged), (ii) the termination of the Merger Agreement in accordance with its terms or (iii) the Company or any of its controlled Affiliates asserting in any litigation, (A) any claim under or action with respect to the Investors or (B) any other claim under or action against Parent or Merger Sub, in each case, in connection with this letter agreement, the Merger Agreement, the Debt Financing Commitments or any transaction contemplated hereby or thereby or otherwise relating thereto, other than, in the case of clauses (A) and (B) with respect to any Retained Claims. “Retained Claims” means (i) claims by the Company to enforce its rights under this letter agreement; (ii) claims by the Company to enforce its rights under the Termination Equity Commitment Letter; (iii) claims by the Company to enforce its rights under the Confidentiality Agreement or (iv) claims by the Company against Parent or Merger Sub relating to the Merger Agreement and the transactions contemplated thereby.

(d) In connection with the execution of the Merger Agreement, Parent has received a separate equity commitment letter (the “Termination Equity Commitment Letter”) from the Investors wherein the Investors have agreed that, subject to the terms and conditions set forth therein they will purchase, directly or indirectly, debt or equity securities of Parent in the amount set forth therein, which amount shall be used by Parent towards a portion of the Termination Obligations (as defined in the Termination Equity Commitment Letter).

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(a) Each Investor hereby covenants and agrees that it shall have the financial capacity to pay and perform its obligations under this letter agreement and all funds necessary for such Investor to fulfill its obligations under this letter agreement shall be available to such Investor for so long as such obligations shall remain in effect in accordance with the terms hereof. The Investors will use reasonable best efforts to cause Parent and Merger Sub to apply the funds received in accordance with Section 1 above in satisfaction of Parent’s and Merger Sub’s obligations under and in accordance with the Merger Agreement. Each Investor agrees that until the termination of the obligation of the Investors to fund, or cause the funding of, the Closing Commitment pursuant to Section 1: (i) such Investor and its Affiliates will not cause Parent or Merger Sub to file for any voluntary Reorganization Proceeding, (ii) such Investor will use reasonable best efforts to take necessary actions so that Parent and Merger Sub do not file for any voluntary Reorganization Proceeding, and (iii) such Investor will use reasonable efforts to oppose any involuntary Reorganization Proceeding, in each case with respect to Parent or Merger Sub (for the avoidance of doubt, in no event shall such efforts include the obligation to provide or expend funds that are not otherwise required to be provided or expended pursuant to this letter agreement). “Reorganization Proceeding” means any insolvency, bankruptcy, winding up, moratorium, receivership, dissolution, assignment, reorganization or other similar proceeding.

(b) In connection therewith, each Investor hereby represents and warrants that: (1) it has all organizational power and authority to execute, deliver and perform this letter agreement; (2) the execution, delivery and performance of this letter agreement by the Investor has been duly and validly authorized and approved by all necessary organizational action by it; (3) this letter 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 letter agreement; (4) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by the Investor 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 letter agreement; (5) there is not in existence any document, agreement, arrangement or understanding in relation to any aspect of the Equity Financing or this letter agreement to which any Investor, Parent, Merger Sub or any Investor Affiliate is a party which would prejudice the Parent’s or Merger Sub’s ability to pay or procure payment of the amounts payable to the Company pursuant to the Merger Agreement or such Investor’s ability to fund the Closing Commitment pursuant to this letter agreement; (6) the

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entering into of this letter agreement and/or committing the Closing Commitment to Parent and Merger Sub will not result in such Investor being in breach of any investment restriction or other obligation contained in its limited partnership agreements, any side letters related thereto, similar organizational documents or any Law, regulation, rule, order, judgment or contractual restriction binding on the Investor or its assets; and (7) such Investor has the financial capacity to pay and perform its obligations under this letter agreement and all funds necessary for such Investor to fulfill its obligations under this letter agreement shall be available to such Investor for so long as such obligations shall remain in effect in accordance with the terms hereof.

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[Signature pages follow.]

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If this letter agreement is agreeable to you, please so indicate by signing in the space indicated below.

Very truly yours,

Signature Page to Equity Commitment Letter

Signature Page to Equity Commitment Letter

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

Signature Page to Equity Commitment Letter

EXECUTION VERSION

Schedule A

A-1

Exhibit (b) (2)

EXECUTION VERSION

EQUITY COMMITMENT LETTER

May 23, 2013

Rhodes Holdco, Inc.

c/o Apax Partners, L.P.

601 Lexington Avenue, 53rd Floor

New York, New York 10022

Attn: Alex Pellegrini

Ladies and Gentlemen:

This letter agreement sets forth the commitment of Apax VIII-A L.P., Apax VIII-B L.P., Apax VIII-1 L.P. and Apax VIII-2 L.P. (collectively, the “Investors”) with the undersigned parties hereto, subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by Section 9 of this letter agreement to purchase, directly or indirectly, equity securities of Rhodes Holdco, Inc., a Delaware corporation (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among Parent, rue21, inc., a Delaware corporation (the “Company”) and Rhodes Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Parent shall acquire the Company through the merger of Merger Sub with and into the Company, with the Company as the surviving corporation (the “Merger”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

(a) Upon the terms and subject to the conditions set forth herein, the Investors hereby collectively commit to purchase for cash, or cause an assignee permitted by Section 9 of this letter agreement to purchase for cash, directly or indirectly, an aggregate of $62,718,000 of

equity securities of Parent solely for the purposes of allowing Parent to pay (A) the Parent Termination Fee in accordance with the Merger Agreement and subject to the limitations set forth in the Merger Agreement (the “Termination Commitment”), (B) any amounts payable by Parent pursuant to Section 6.14(b) or the first sentence of Section 8.5(c) or Section 8.5(d) of the Merger Agreement and (C) all other monetary liabilities of Parent or Merger Sub arising out of or related to the Merger Agreement (clauses (B) and (C) collectively, the “Other Termination Amounts” and together with the Termination Commitment, the “Termination Obligations”); provided, that (i) the Investors shall not collectively be required to purchase, directly or indirectly, more than $62,718,000 together with any amounts payable by Parent pursuant to Section 6.14(b) or Section 8.5(d) (the “Cap”) of equity securities of Parent (or, in the case of each Investor, subject to the second sentence of Section 4, hereof, its Pro Rata Percentage of such amount) pursuant to this Section 1 and (ii) this letter agreement does not give any person any rights or remedies against any Investor or Investor Affiliate (as such term is defined below), other than as expressly set forth herein, and this letter agreement shall not be enforced without giving effect to the Cap. The obligation of the Investors to purchase equity securities of Parent to fund, or cause the funding of, the Termination Commitment shall be subject to the Parent Termination Fee becoming payable by termination of the Merger Agreement in the circumstances specified therein and in accordance with the terms thereof. The Investors shall be required to fulfill their commitment to purchase equity securities of Parent to fund, or cause the funding of Parent’s payment of any Other Termination Amounts no later than the date that the related fees, expenses and other liabilities are payable to or in connection with the Merger Agreement. In lieu of purchasing equity securities of Parent, an Investor may satisfy its Termination Obligations in whole or in part by the purchase, directly or indirectly, of debt securities.

(b) The obligation of the Investors to fund, or cause the funding of, the Termination Obligations shall automatically and immediately terminate upon the earliest to occur of (1) the consummation of the Closing (but only if the Investors have funded the Closing Commitment in accordance with Section 1 of the Equity Financing Commitment Letter), (2) termination of the Merger Agreement in accordance with its terms (other than a termination of the Merger Agreement (x) for which the Parent Termination Fee is, in accordance with Section 8.5 of the Merger Agreement, payable by Parent or (y) which does not discharge the amounts payable related to any Other Termination Amounts (any such termination for which the Parent Termination Fee is so payable or that does not discharge the amounts payable related to any Other Termination Amounts, a “Qualifying Termination”)), and (3) the 150th day after a Qualifying Termination unless prior to the 150th day after such Qualifying Termination, (A) the Company shall have commenced a suit, action or other proceedings against Parent alleging the Parent Termination Fee is due and owing or that Parent or Merger Sub is liable for any breaches or other payment or reimbursement obligations under or in connection with the Merger Agreement or (B) the Company shall have commenced a suit, action or other proceeding against one or more Investors that amounts are due and owing from the Investors pursuant to Section 1 of this letter agreement (a “Qualifying Claim”); provided, that if a Qualifying Termination has occurred and a Qualifying Claim is filed prior to such 150th day after a Qualifying Termination, no Investor shall have any further liability or obligation under this letter agreement for any Termination Obligations from and after the earliest of (i) the consummation of the Closing (but only if the Investors have funded the Closing Commitment in accordance with Section 1 of the Equity Financing Commitment Letter), (ii) a final, non-appealable order of a court of competent

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jurisdiction resolving such Qualifying Claim by determining that Parent does not owe the Parent Termination Fee or any other amounts described herein as Other Termination Amounts to the Company, as applicable, (iii) a written agreement among the Investors, the Company and Parent terminating the obligations and liabilities of the Investors for their Termination Obligations set forth in this letter agreement and (iv) payment of the Parent Termination Fee, as applicable, and any Other Termination Amounts due to the Company, in each case unless any portion is legally compelled or becomes legally compelled by judicial order or otherwise to be returned by the Company to Parent, Merger Sub, the Investors or their respective affiliates. In the event that the Company or any of its controlled Affiliates institutes any suit, action or other proceeding (A) asserting that any provisions of this Section 1 of this letter agreement are illegal, invalid or unenforceable in whole or in part or that the Investors are liable in excess of or to a greater extent than the Cap, (B) arising under, or in connection with, this letter agreement, the Merger Agreement, the Debt Financing Commitment or the transactions contemplated hereby or thereby, other than a Retained Claim (as defined below) or (C) in respect of a Retained Claim in any court or other tribunal other than a court provided in Section 9 of this letter agreement, then (x) the obligations of the Investors under this letter agreement shall terminate ab initio and be null and void, and (y) none of the Investors, Parent, Merger Sub nor any Investor Affiliate shall have any liability to the Company or any of its Affiliates under this letter agreement or with respect to the Merger Agreement, the Debt Financing Commitments or the transactions contemplated hereby or thereby. “Retained Claims” means (i) claims by the Company (1) to enforce its rights under this letter agreement (provided that the maximum aggregate liability of the Investors under this letter agreement shall in no event exceed an amount equal to the Cap and shall in no event be payable unless the Parent Termination Fee or any other Termination Obligation would otherwise be due and payable in accordance with the terms of the Merger Agreement), (2) to enforce the funding of the Termination Obligations to Parent, (3) to enforce the funding of the Closing Commitment (as defined in the Equity Financing Commitment Letter) to Parent only to the extent that the Company is expressly entitled to enforce such funding in accordance with the Equity Financing Commitment Letter and Section 9.5 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, (4) to enforce its rights under the Confidentiality Agreement or (5) against Parent or Merger Sub relating to the Merger Agreement and the transactions contemplated thereby.

(c) The obligations of the Investors under this letter agreement to fund, or to cause the funding of, the Termination Obligations in accordance with this Section 1 shall, to the fullest extent permitted by applicable law (as defined in the Merger Agreement), be absolute and unconditional and shall not be released or discharged in whole or in part, or otherwise affected, irrespective of: (i) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person or entity interested in the transactions contemplated by the Merger Agreement, or any insolvency, bankruptcy, winding up, moratorium, receivership, dissolution, assignment, reorganization or other similar proceeding (each, a “Reorganization Proceeding”) affecting Parent, Merger Sub or any other person or entity interested in the transactions contemplated by the Merger Agreement or any of their respective assets, (ii) any rescission, waiver, compromise or other amendment or modification of the Merger Agreement or any other agreement evidencing, securing, or otherwise executed in connection with, any of the Termination Obligations, or change in the manner, place or terms of payment or performance, or any change or extension of the time, place or manner of payment or performance of, or renewal of, any Termination Obligations, any escrow arrangement or other security therefor, or any

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amendment or waiver of or any consent to any departure from the terms of the Merger Agreement or the documents entered into in connection therewith, (iii) the addition, substitution or release of any person or entity now or hereafter liable with respect to the Termination Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, (iv) any lack of validity or enforceability of the Merger Agreement, any other agreement or instrument relating thereto, other than by reason of fraud or intentional misrepresentation or willful breach by the Company, (v) the existence of any claim, set-off or other right that the Investors may have at any time against Parent, Merger Sub or the Company (or the existence of any claim, set-off or other right that Parent or Merger Sub may have at any time against the Company), whether in connection with any Termination Obligations, the Merger Agreement or otherwise, (vi) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, any Investor or any other person or entity interested in the transactions contemplated by the Merger Agreement (whether the requirement to file such a claim or demand arose in connection with any Reorganization Proceeding or otherwise) or (vii) the adequacy of any other means the Company may have of obtaining payment of any Termination Obligations.

(d) In connection with the execution of the Merger Agreement, Parent has received a separate equity commitment letter (the “Equity Financing Commitment Letter”) from the Investors wherein the Investors have agreed that, subject to the terms and conditions set forth therein they will purchase, directly or indirectly, debt or equity securities of Parent in the amount set forth therein, which amount shall be used by Parent towards a portion of the Closing Commitments (as defined in the Equity Financing Commitment Letter).

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(a) Each Investor hereby covenants and agrees that it shall have the financial capacity to pay and perform its obligations under this letter agreement and all funds necessary for such Investor to fulfill its obligations under this letter agreement shall be available to such Investor for so long as such obligations shall remain in effect in accordance with the terms hereof. The Investors will use reasonable best efforts to cause Parent and Merger Sub to apply the funds received in accordance with Section 1 above in satisfaction of Parent’s and Merger Sub’s obligations under and in accordance with the Merger Agreement. Each Investor agrees that until the termination of the obligation of the Investors to fund, or cause the funding of, the Termination Obligations pursuant to Section 1: (i) such Investor and its affiliates will not cause Parent or Merger Sub to file for any voluntary Reorganization Proceeding, (ii) such Investor will use reasonable best efforts to take necessary actions so that Parent and Merger Sub do not file for any voluntary Reorganization Proceeding, and (iii) such Investor will use reasonable efforts to oppose any involuntary Reorganization Proceeding, in each case with respect to Parent or Merger Sub (for the avoidance of doubt, in no event shall such efforts include the obligation to provide or expend funds that are not otherwise required to be provided or expended pursuant to this letter agreement).

(b) In connection therewith, each Investor hereby represents and warrants that: (1) it has all organizational power and authority to execute, deliver and perform this letter agreement; (2) the execution, delivery and performance of this letter agreement by the Investor has been duly and validly authorized and approved by all necessary organizational action by it; (3) this letter 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 letter agreement; (4) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by the Investor 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 letter agreement; (5) there is not in existence any document, agreement, arrangement or understanding in relation to any aspect of the Equity Financing or this letter agreement to which any Investor, Parent, Merger Sub or any Investor Affiliate is a party which would prejudice the Parent’s or Merger Sub’s ability to pay or procure payment of the amounts payable to the Company pursuant to the Merger Agreement or such Investor’s ability to fund the Termination Commitment pursuant to this letter agreement; (6) the entering into of this letter agreement and/or committing the Termination Obligations to Parent and Merger Sub will not result in such Investor being in breach of any investment restriction or other obligation contained in its limited partnership agreements, any side letters related thereto, similar organizational documents or any Law, regulation, rule, order, judgment or contractual restriction binding on the Investor or its assets; and (7) such Investor has the financial capacity to pay and perform its obligations under this letter agreement and all funds necessary for such Investor to fulfill its obligations under this letter agreement shall be available to such Investor for so long as such obligations shall remain in effect in accordance with the terms hereof.

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[Signature pages follow.]

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If this letter agreement is agreeable to you, please so indicate by signing in the space indicated below.

Very truly yours,

Signature Page to Equity Commitment Letter

Signature Page to Equity Commitment Letter

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

Signature Page to Equity Commitment Letter

Signature Page to Equity Commitment Letter

EXECUTION VERSION

Schedule A

A-1

Exhibit (b) (3)

CONFIDENTIAL

May 23, 2013

Rhodes Merger Sub, Inc.

c/o Apax Partners LLP

601 Lexington Avenue

New York, New York 10022

Attention: Buddy Gumina

Project Rhodes

Commitment Letter

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities LLC (“J.P. Morgan”), Bank of America, N.A. (“BANA”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Goldman Sachs Bank USA (“GS” and, together with JPMCB, J.P. Morgan, BANA and Merrill Lynch, “we” and “us” or the “Commitment Parties”) that (i) a newly created corporation organized under the laws of Delaware (“Newco”), formed at the direction of Apax Partners LLP and its affiliates (collectively, “Apax” or the “Sponsor”), intends to consummate the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Facility Term Sheet”), the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “ABL Facility Term Sheet”), the Summary of Principal Terms and Conditions attached hereto as Exhibit D (the “Bridge Term Sheet”, and, collectively with the Term Facility Term Sheet and the ABL Facility Term Sheet, the “Term Sheets”; this commitment letter, the Transaction Description, the Term Sheets and the Summary of Additional Conditions attached hereto as Exhibit E, collectively, the “Commitment Letter”).

In connection with the Transactions, (a) JPMCB is pleased to advise you of its several, but not joint commitment to provide (i) 45% of the aggregate principal amount of the Term Facility, (ii) 45% of the aggregate principal amount of the ABL Facility and (iii) 45% of the aggregate principal amount of the Bridge Facility, (b) BANA is pleased to advise you of its several, but not joint commitment to provide (i) 45% of the aggregate principal amount of the Term Facility, (ii) 45% of the aggregate principal amount of the ABL Facility and (iii) 45% of the aggregate principal amount of the Bridge Facility and (c) GS is pleased to advise you of its several, but not joint commitment to provide (i) 10% of aggregate principal amount the Term Facility, (ii) 10% of the aggregate principal amount of the ABL Facility and (iii) 10% of the aggregate principal amount of the Bridge Facility, in the case of each of clauses (a), (b) and (c), subject only, as applicable, to the satisfaction of the conditions set forth in the section entitled “Conditions to Borrowing” in Exhibit B, the conditions set forth in the section entitled “Conditions to All

Borrowings” (limited on the Closing Date as indicated therein) in Exhibit C hereto, the conditions set forth in the section entitled “Conditions to Borrowing” in Exhibit D hereto and the conditions set forth in Exhibit E hereto (limited on the Closing Date as indicated therein) (each initial lender of the Term Facility, an “Initial Bank Term Lender”, each initial lender of the ABL Facility, an “Initial Bank ABL Lender”; collectively with the Initial Bank Term Lenders, the “Initial Bank Lenders” and each initial lender of the Bridge Facility, an “Initial Bridge Lender”; collectively with the Initial Bank Lenders any other initial lender that becomes a party hereto, the “Initial Lenders” and each an “Initial Lender”).

It is agreed that (i) J.P. Morgan and Merrill Lynch will act as joint lead arrangers for each of the Facilities, (ii) J.P. Morgan, Merrill Lynch and GS will act as joint bookrunners for each of the Facilities (together with any other lead arranger or joint bookrunner appointed pursuant to this section, each a “Lead Arranger” and, together, the “Lead Arrangers”), (iii) JPMCB will act as administrative agent and collateral agent (in such capacity, the “Term Loan Administrative Agent”) for the Term Facility, (iv) BANA will act as administrative agent and collateral agent (in such capacity, the “ABL Administrative Agent” and, together with the Term Loan Administrative Agent, the “Bank Administrative Agents”) for the ABL Facility and (v) BANA will act as administrative agent (in such capacity, the “Bridge Administrative Agent” and, collectively with the Bank Administrative Agents, the “Administrative Agents”) for the Bridge Facility. It is further agreed that (i) in any Information Materials (as defined below) and all other offering or marketing materials in respect of the Term Facility, (A) J.P. Morgan shall have “left side” designation and shall appear on the top left and shall hold the leading role and responsibility customarily associated with such “top left” placement, (B) Merrill Lynch shall have “right side” designation and shall appear on the top right and (C) GS and any other Lead Arranger appointed pursuant to the provisions of this Section 2 shall be listed in alphabetical order to the right of Merrill Lynch, (ii) in any Information Materials and all other offering or marketing materials in respect of the ABL Facility, (A) Merrill Lynch shall have “left side” designation and shall appear on the top left and shall hold the leading role and responsibility customarily associated with such “top left” placement, (B) J.P. Morgan shall have “right side” designation and shall appear on the top right and (C) GS and any other Lead Arranger appointed pursuant to the provisions of this Section 2 shall be listed in alphabetical order to the right of J.P. Morgan and (iii) in any Information Materials and all other offering or marketing materials in respect of the Bridge Facility, (A) Merrill Lynch shall have “left side” designation and shall appear on the top left and shall hold the leading role and responsibilities customarily associated with such “top left” placement, (B) J.P. Morgan shall have “right side” designation and shall appear on the top right and (C) GS and any other Lead Arranger appointed pursuant to the provisions of this Section 2 shall be listed in alphabetical order to the right of J.P. Morgan. Except as set forth below, you agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender (as defined below) in order to obtain its commitment to participate in the Facilities unless you and we shall so agree, provided that you may, on or prior to the date which is 15 business days after the date of your acceptance of this Commitment Letter, appoint one or more additional lead arrangers and/or joint bookrunners for the Facilities, and award such lead arranger or joint bookrunners, additional agent or co-agent titles in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint any additional lead arrangers, joint bookrunners, agents, co-agents, managers or co-managers or confer other titles in respect of the Facilities, then, notwithstanding anything in Section 3 to the contrary, the commitments of the Initial Lenders in respect of the Facilities, in each case pursuant to and in accordance with this proviso, will be permanently reduced by the amount of the commitments of such appointed entities (or their relevant affiliates) in respect of each of the Facilities, with such reduction allocated to reduce the commitments of the Initial Lenders in respect of the Facilities at such time on a pro rata basis according to the respective amounts of their commitments, upon the execution by such financial institution (and any

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relevant affiliate) of customary joinder documentation and, thereafter, each such financial institution (and any relevant affiliate) shall constitute a “Commitment Party” and “Lead Arranger” hereunder and it or its relevant affiliate providing such commitment shall constitute an “Initial Lender” hereunder); provided, further, that, in connection with the appointment of any additional lead arranger and/or any joint bookrunner for the Facilities in accordance with the immediately preceding proviso, the aggregate economics payable to all such additional lead arrangers and/or joint bookrunners (or any relevant affiliate thereof) in respect of the Facilities shall not exceed 10% of the total economics which would otherwise be payable to the Commitment Parties in respect of the Facilities pursuant to the Fee Letter (exclusive of any fees payable to the Administrative Agents in their capacity as such) and (y) each additional lead arranger and/or joint bookrunner (or its relevant affiliates) shall provide commitments ratably across the Facilities in a manner consistent with those provided by the Initial Lenders and (z) the aggregate economics payable to such additional joint bookrunner (or any relevant affiliate thereof) in respect of the Facilities shall be proportionate to the commitment of such additional joint bookrunner (or any relevant affiliate thereof) in respect of such Facilities.

The Lead Arrangers reserve the right, prior to or after the Closing Date, to syndicate all or a portion of the Initial Lenders’ respective commitments for the Facilities hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the “Lenders”) identified by the Lead Arrangers in consultation with you and reasonably acceptable to the Lead Arrangers and you (your consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Lead Arrangers will not syndicate to those banks, financial institutions and other institutional lenders and investors (i) that have been separately identified in writing by you or the Sponsor to us prior to the date of this Commitment Letter, (ii) those persons who are competitors of Rhodes and its subsidiaries that are separately identified in writing by you or the Sponsor to us from time to time, and (iii) in the case of each of clauses (i) and (ii), any of their affiliates (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are affiliates of the persons reference in clause (ii) above) that are either (a) identified in writing by you or the Sponsor from time to time or (b) clearly identifiable on the basis of such affiliates name (clauses (i), (ii) and (iii) above, collectively “Disqualified Lenders”).

Notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto (but subject to Section 2 of this Commitment Letter), (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the date of both the consummation of the Acquisition and the date of the initial funding under the Facilities (the date of such consummation and funding, the “Closing Date”)) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the initial funding of the Facilities on the Closing Date has occurred, (ii) no assignment or novation by any Initial Lender shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Facilities until the initial funding of the Facilities and (iii) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred; provided that the provisions of this paragraph shall not apply with respect to any assignment by GS to Goldman Sachs Lending Partners LLC, subject to (x) prior written notice to you and (y) execution of customary joinder documentation and, thereafter, Goldman Sachs Lending Partners LLC shall constitute a “Commitment Party,” Initial Lender” and “Lead Arranger” hereunder.

Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of,

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or receipt of commitments in respect of, the Facilities and in no event shall the commencement or successful completion of syndication of the Facilities constitute a condition to the availability of the Facilities on the Closing Date. The Lead Arrangers may commence syndication efforts promptly upon your acceptance of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). Until the earlier of (x) the date upon which a Successful Syndication (as defined in the Fee Letter) is achieved and (y) the day that is 45 days following the Closing Date (the “Syndication Date”), you agree actively to assist the Lead Arrangers in completing a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Sponsor and, to the extent practical and appropriate and in all instances not in contravention of the terms of the Purchase Agreement as in effect on the date hereof, Rhodes’ and its subsidiaries’ existing lending and investment banking relationships, (b) direct contact between senior management, certain relevant non-legal representatives and certain relevant non-legal advisors of you and the Sponsor, on the one hand, and the proposed Lenders, on the other hand, (and your using commercially reasonable efforts to arrange, to the extent practical and appropriate and in all instances not in contravention of the terms of the Purchase Agreement as in effect on the date hereof, such contact between senior management of Rhodes, on the one hand, and the proposed Lenders, on the other hand), in all such cases at locations and times mutually agreed upon, (c) your and the Sponsor’s assistance (including, to the extent practical and appropriate and in all instances not in contravention of the terms of the Purchase Agreement as in effect on the date hereof, the use of commercially reasonable efforts to cause Rhodes to assist) in the preparation of the Information Materials (as defined below) and other customary offering and marketing materials to be used in connection with the syndication (it being understood and agreed that you shall use your commercially reasonable efforts to provide the Lead Arranger with a period of 15 consecutive business days (excluding Blackout Dates (as defined in Exhibit E)) following receipt of the Information Memoranda (as defined below) in a form customarily delivered in connection with senior secured bank financings, asset-based loan financings and senior unsecured bridge financings, as applicable, of portfolio company affiliates of the Sponsor in North America, and prior to the Closing Date, to syndicate the Facilities) prior to the Closing Date, (d) using your commercially reasonable efforts to procure, at your expense, prior to the launch of the general syndication of the Facilities, public ratings for the Facilities (except for the ABL Facility) and the Notes (the “Facilities Ratings”) from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), and a public corporate credit rating and a public corporate family rating (collectively, the “Corporate Ratings” and, together with the Facilities Ratings, the “Ratings”) in respect of the Borrower after giving effect to the Transactions from each of S&P and Moody’s, respectively, (e) the hosting, with the Lead Arrangers, of a reasonable number of meetings to be mutually agreed upon of prospective Lenders at times and locations to be mutually agreed upon (and your using commercially reasonable efforts, to the extent practical and appropriate and in all instances not in contravention of the terms of the Purchase Agreement as in effect on the date hereof, to cause the officers of Rhodes to be available for such meetings), (f) at any time prior to the Syndication Date, there being no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of Holdings, you or any of your subsidiaries (other than (x) the Facilities and (y) the Notes or any “demand” securities issued pursuant to the Fee Letter (this clause (y), collectively, the “Takeout Securities”)), being offered, placed or arranged without the consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Facilities or the placement of the Notes (it being understood and agreed that your and your subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, purchase money and equipment financings will not be deemed to materially impair the primary syndication of the Facilities or the placement of the Notes), (g) at any time prior to the Syndication Date, using your commercially reasonably efforts, to the extent practical and appropriate and in all instances not

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in contravention of the terms of the Purchase Agreement as in effect on the date hereof, to ensure that there are no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of Rhodes and its subsidiaries being offered, placed or arranged (other than (x) the Facilities, (y) Takeout Securities and (z) any Indebtedness of Rhodes and its subsidiaries permitted to remain outstanding on the Closing Date under the Purchase Agreement) without the consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Facilities or the placement of the Notes (it being understood and agreed that Rhodes and its subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, purchase money and equipment financings will not be deemed to materially impair the primary syndication of the Facilities or the placement of the Notes) and (h) using commercially reasonable efforts to (x) ensure that the ABL Administrative Agent and its designees shall have sufficient access to Rhodes and its domestic subsidiaries to complete a field examination and inventory appraisals as promptly as practicable after the date hereof and (y) deliver a Borrowing Base Certificate (as defined in Exhibit C) or certificate evidencing the initial Borrowing Base (as defined in Exhibit C) and giving effect to the initial borrowing under the ABL Facility on the Closing Date, and which certificate may be in the form of, and contain information consistent with, the most recent borrowing base certificate delivered by Rhodes under the Existing Credit Facility (as defined in Exhibit A). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings referenced above and compliance with any of the provisions set forth in clauses (a) through (h) above) shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date.

The Lead Arrangers, in their capacities as such, will manage, in consultation with you, all aspects of any syndication of the Facilities, including decisions as to the selection of institutions reasonably acceptable to you (your consent not to be unreasonably withheld or delayed) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to (i) your consent rights set forth in the second preceding paragraph and excluding Disqualified Lenders and (ii) your rights of appointment set forth under Section 2 of this Commitment Letter), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree to promptly prepare and provide (and to cause the Sponsor to provide and to use commercially reasonable efforts, to the extent practical and appropriate and in all instances not in contravention of the terms of the Purchase Agreement as in effect on the date hereof, to cause Rhodes to provide) to the Lead Arrangers all customary information with respect to the Borrower, Rhodes and its respective subsidiaries and the Transactions set forth in clause (c) of the preceding paragraph, the historical financial information required to be provided in accordance with paragraphs 9 and 10 of Exhibit E hereto and customary financial estimates, forecasts and other projections (the “Projections”) and such other customary information, as the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the Facilities. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon, or waive any attorney-client privilege of, you, Rhodes or your or its respective subsidiaries and affiliates; provided that in the event that you do not provide information in reliance on this sentence, you shall provide notice to the Lead Arrangers that such information is being withheld and you shall use your commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege; provided further that none of the foregoing shall be construed to limit any of the Borrower’s representations and warranties or any of the conditions, in any such case, set forth in this Commitment Letter or the Facilities Documentation. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraphs 9 and 10 of Exhibit E.

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You hereby acknowledge that (a) the Lead Arrangers will make available Information (as defined below), Projections and other offering and marketing materials and presentations, including confidential information memoranda customary for transactions of this type to be used in connection with the syndication of the Facilities (collectively, the “Information Memoranda”) (such Information, Projections, other customary offering and marketing material and the Information Memoranda, collectively, with the Term Sheets, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to you, the Borrower and its subsidiaries, Rhodes and its subsidiaries or your or their respective securities for purposes of United States federal or state securities laws) (collectively, the “Public Sider Information”; and each such Lender, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”). You will be solely responsible for the contents of the Information Materials and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof.

At the reasonable request of the Lead Arrangers, you agree to assist (and to cause the Sponsor to assist and to use commercially reasonable efforts, to the extent practical and appropriate and in all instances not in contravention of the terms of the Purchase Agreement as in effect on the date hereof, to cause Rhodes to assist) us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Facilities that consists exclusively of information that is Public Sider Information with respect to the Borrower, Rhodes or any of their respective subsidiaries or securities for the purposes of United States, federal or state securities laws to be used by Public Siders. The Public Sider Information will be substantially consistent with the information that would be included in any offering memorandum for the Takeout Securities and in any filings made by you and your subsidiaries and Rhodes with the Securities and Exchange Commission. It is understood that in connection with your assistance described above, customary authorization letters will be included in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Information Materials includes only Public Sider Information (other than as set forth in the following paragraph of this Section 3 below), contain the representations set forth in Section 4 below and exculpates you, the Sponsor, the Investors, Rhodes and your and their respective affiliates with respect to any liability related to the misuse, and exculpates us and our affiliates with respect to any liability related to the use or misuse, of the contents of the Information Materials or related offering and marketing materials by the recipients thereof. Before distribution of any Information Materials, you agree to use commercially reasonable efforts to identify that portion of the Information Materials that may be distributed to the Public Siders as “Public Information”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as not containing any information other than Public Sider Information (it being understood that if you are unable to reasonably determine if any such information is or is not Public Side Information, you shall not be obligated to mark such information as “PUBLIC”). We will not make any Information Materials not marked “PUBLIC” available to Public Siders except as contemplated in the succeeding sentence.

You acknowledge and agree that, subject to the confidentiality and other provisions of this Commitment Letter, the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials contain information that is not

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Public-Sider Information (provided that such materials have been provided to you and your counsel for review within a reasonable period of time prior thereto): (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the Facilities’ terms and conditions, (c) drafts and final versions of the Facilities Documentation and (d) publicly filed financial statements of you, Rhodes or your or its respective subsidiaries. If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing contains information that is not Public-Sider Information, then Public Siders will not receive such materials without your consent.

You hereby represent and warrant that (with respect to Information and Projections relating to Rhodes and its subsidiaries and its and their respective businesses, to your knowledge) (a) all material written information and written data, (such information and data, other than (i) the Projections and (ii) information of a general economic or industry specific nature, the “Information”), that has been or will be made available to any Commitment Party, directly or indirectly, by, or at the request of, you or any of your representatives on your behalf in connection with the transactions contemplated hereby, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished and when taken as a whole, 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) and (b) the Projections contained in the Information Memoranda have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time such Projections are so furnished to the Commitment Parties; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections contained in the Information Memoranda were being furnished, and such representations were being made, at such time, then you will (or, prior to the Closing Date, with respect to the Information and such Projections relating to Rhodes and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and such Projections such that (with respect to Information and Projections relating to Rhodes and its subsidiaries and its and their respective businesses, to your knowledge) such representations and warranties are correct in all material respects under those circumstances. In conducting the transactions hereunder, each of the Commitment Parties will be entitled to use and rely primarily on the Information and the Projections contained in the Information Memoranda without responsibility for independent verification thereof.

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

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The commitments of the Initial Lenders hereunder to fund the Facilities on the Closing Date and the agreements of the Lead Arrangers to perform the services described herein are subject solely to (a) the conditions set forth in the section entitled “Conditions to Borrowing” in Exhibit B, (b) the conditions set forth in the section entitled “Conditions to All Borrowings” in Exhibit C (limited on the Closing Date as indicated therein), (c) the conditions set forth in the section entitled “Conditions to Borrowing” in Exhibit D hereto and (d) the conditions set forth in Exhibit E hereto, and upon satisfaction (or waiver by all Initial Lenders) of such conditions, the initial funding of the Facilities shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter and the Facilities Documentation.

Notwithstanding anything to the contrary in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability and funding of the Facilities on the Closing Date shall be (A) such of the representations made by, or with respect to, Rhodes and its subsidiaries in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or their) obligations under the Purchase Agreement or decline to consummate the Acquisition (in accordance with the terms thereof) as a result of a breach of such representations in the Purchase Agreement (to such extent, the “Specified Purchase Agreement Representations”) and (B) the Specified Representations (as defined below) made in the Facilities Documentation and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability or funding of the Facilities on the Closing Date if the conditions set forth in the section entitled “Conditions to Borrowing” in Exhibit B, the conditions set forth in the section entitled “Conditions to All Borrowings” in Exhibit C hereto (limited on the Closing Date as indicated therein), the conditions set forth in the section entitled “Conditions to Borrowing” in Exhibit D hereto and the conditions set forth in Exhibit E hereto are satisfied (or waived by the Initial Lenders) (it being understood that, to the extent any security interest in any Collateral (as defined in the Term Facility Term Sheet) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interest in the certificated equity interests of the Borrower and each of its direct wholly owned material U.S. restricted subsidiaries (to the extent required by Exhibit B and Exhibit C) and other assets pursuant to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code (provided that, to the extent you have used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of Rhodes and the subsidiaries of Rhodes will only be required to be delivered on the Closing Date pursuant to the terms set forth above if such certificated equity interests are received from Rhodes) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition to the availability of the Facilities on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed (but, in any event, not earlier than 90 days after the Closing Date or such longer period as may be agreed by the Term Loan Administrative Agent) by the Term Loan Administrative Agent and the Borrower acting reasonably. For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the Guarantors to be set forth in the Facilities Documentation relating to organizational status of Holdings (as defined in Exhibit B) and the Borrower; power and authority, due authorization, execution and delivery and enforceability, in each case related to, the borrowing under, guaranteeing under, performance of, and granting of security interests in the Collateral pursuant to, the Facilities Documentation; the incurrence of the loans to be made under the Facilities and the provision of the Guarantees, in each case under the Facilities, and the granting of the security interests in the Collateral to secure the Term Facility and the ABL Facility, do not conflict with the organizational documents of the

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Borrower or any Guarantor; solvency (solvency to be defined in a manner consistent with the manner in which solvency is determined in the solvency certificate to be delivered pursuant to paragraph 8 of Exhibit E hereto) as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis; Federal Reserve margin regulations; the Investment Company Act; the making of the Loans and the use of proceeds of the Loans not violating the Patriot Act, OFAC or the FCPA; and subject to the parenthetical in the immediately preceding sentence, creation, validity and perfection of security interests in the Collateral; and the status of the Facilities and the guarantees thereof as senior debt. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provisions”.

To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the Facilities, you agree (a) to indemnify and hold harmless each Commitment Party, its respective affiliates and the respective officers, directors, employees, agents, advisors and other representatives and the successors of each of the foregoing (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities (collectively, “Losses”) of any kind or nature and reasonable and documented or invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject, in the case of any such Losses and related expenses, to the extent arising out of, resulting from or in connection with any claim, litigation, investigation or proceeding (including any inquiry or investigation) relating to this Commitment Letter (including the Term Sheets), the Fee Letter, the Transactions or any related transaction contemplated hereby, the Facilities, or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other third person, and to reimburse each such Indemnified Person within 30 days after receipt of a written request, together with reasonably detailed backup documentation, for any reasonable and documented or invoiced out-of-pocket legal expenses of one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole, and, solely in the case of a conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by such other one firm of counsel for such affected Indemnified Person) or other reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses or related expenses to the extent that they have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations under this Commitment Letter of such Indemnified Person or any of such Indemnified Person’s affiliates or of any of its or their respective officers, directors, employees, agents, advisors or other representatives of any of the foregoing under this Commitment Letter, the Term Sheets, the Fee Letter or the Facilities Documentation (as determined by a court of competent jurisdiction in a final and non-appealable decision), (iii) in the case of a Proceeding initiated by you or one of your affiliates against the relevant Indemnified Person, a breach of the obligations under this Commitment Letter of such Indemnified Person or any of such Indemnified Person’s affiliates or of any of its or their respective officers, directors, employees, agents, advisors or other representatives of any of the foregoing under this Commitment Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iv) any Proceeding (other than a Proceeding against an Administrative Agent or Lead Arranger acting pursuant to this Commitment Letter or in its capacity as such or of any of its affiliates or its or their respective officers, directors, employees, agents, advisors and other representatives

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and the successors of each of the foregoing) solely between or among Indemnified Persons not arising from any act or omission by you or any of your affiliates and (b) to the extent that the Closing Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented or invoiced out-of-pocket expenses (including, but not limited to, expenses of each Commitment Party’s due diligence investigation, consultants’ fees (to the extent any such consultant has been retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of a single firm of counsel to the Commitment Parties identified in the Term Sheets and, if necessary, of a single firm of local counsel to the Commitment Parties in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) and of such other counsel retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), in each case incurred in connection with the Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Facilities Documentation and any security arrangements in connection therewith (collectively, the “Expenses”; provided that only one inventory appraisal and one field exam shall be included within the definition of Expenses). Certain Commitment Parties have informed you that they may receive future benefits in matters unrelated to this matter, which may include a discount, credit or other accommodation, from any of their counsel based on the fees that such counsel may receive on account of their relationship with them, which benefit will not affect or modify any of the provisions hereof or the Facilities Documentation with respect to the reimbursement of Expenses. The foregoing provisions in this paragraph shall be superseded in each case, to the extent covered thereby, by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect.

Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) none of us, you (or any of your affiliates), the Investors (or any of their respective affiliates), Rhodes (or any of its subsidiaries) or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation; provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with the applicable Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification as set forth in the immediately preceding paragraph.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all Losses and related expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 7. If the Indemnifying Party has reimbursed any Indemnified Person for any legal or other expenses in accordance with such request and there is a final judicial or arbitral determination that the Indemnified Person was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 7, then the Indemnified Person shall promptly refund such amount.

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You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed) (it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person.

You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, Rhodes and your and its respective affiliates and subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. None of the Commitment Parties or their affiliates will use confidential information obtained from you, Rhodes and your and its respective affiliates and subsidiaries by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you, Rhodes and your and its respective affiliates and subsidiaries in connection with the performance by them or their affiliates of services for other persons, and none of the Commitment Parties or their affiliates will furnish any such information to other persons, except to the extent permitted below. You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

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

The Commitment Parties and their respective affiliates may have economic interests that conflict with those of you or Rhodes and are under no obligation to disclose any conflicting interests to you. You agree that the Commitment Parties will act under this Commitment Letter as independent contractors and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Parties and you, Rhodes, your and its respective equity holders or your and their respective affiliates. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s length commercial transactions between the Commitment Parties and, if applicable, their affiliates, on the one hand, and you, on the other, (ii) in connection therewith and with the process leading to such transaction each Commitment Party and its applicable affiliates (as the case may be) is acting solely as a principal and not as agents or fiduciaries of you, Rhodes, your and its management, equity holders,

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creditors, affiliates or any other person, (iii) the Commitment Parties and their applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Commitment Parties or any of their respective affiliates have advised or are currently advising you or Rhodes on other matters) except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) the Commitment Parties have not provided any legal, accounting, regulatory or tax advice and you have consulted your own legal and financial advisors to the extent you deemed appropriate. You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to you or your affiliates, in connection with such transactions or the process leading thereto.

You agree that you will not disclose, directly or indirectly, the Fee Letter and the contents thereof or, prior to your acceptance hereof, this Commitment Letter, the Term Sheets, the other exhibits and attachments hereto and the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity, except (a) to the Investors, and to your and any of the Investors’ officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders and to actual and potential co-investors who are informed of the confidential nature thereof, on a confidential and need-to-know basis, (b) if the Commitment Parties consent in writing (such consent not to unreasonably withheld or delayed) to such proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable law, rule or regulation to inform us promptly thereof prior to disclosure); provided that (i) you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof to Rhodes, its subsidiaries and its and their respective officers, directors, agents, employees, attorneys, accountants, controlling persons or advisors, on a confidential and need-to-know basis, (ii) you may disclose this Commitment Letter and its contents including the Term Sheets and other exhibits and attachments hereto (but not the Fee Letter or the contents thereof) in any syndication or other marketing materials in connection with the Facilities (including the Information Materials) or the Takeout Securities or in connection with any public or regulatory filing requirements relating to the Transactions, (iii) you may disclose the Term Sheets and the other exhibits and annexes to this Commitment Letter and the contents thereof, to potential Lenders and their affiliates involved in the related commitments and to rating agencies in connection with obtaining the Ratings, including those for Takeout Securities, (iv) you may disclose the aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities, the Takeout Securities or in any public or regulatory filing relating to the Transactions or any offering or private placement of any Takeout Securities (and only to the extent aggregated with all other fees and expenses of the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation), (v) you may disclose this Commitment Letter (but not the Fee Letter) in any customary Rule 144A/Regulation S offering memorandum for primary or secondary offerings of the debt securities related to the Takeout Securities, (vi) if the fee amounts payable pursuant to the Fee Letter and the economic terms of the “Market Flex Provisions” in the Fee Letter and the economic terms of the “Securities Demand” provisions in the Fee Letter have been redacted in a manner reasonably agreed by us, you may disclose the Fee Letter and the contents thereof to Rhodes, its subsidiaries and its and their respective officers, directors, employees, agents, attorneys,

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accountants, controlling persons and advisors, on a confidential and need-to-know basis and (vii) you may disclose this Commitment Letter and the Fee Letter and the contents of each thereof (including the Term Sheets and other exhibits and attachments hereto) to any additional lead arranger or additional joint bookrunner, in either case to the extent in contemplation of appointing such person pursuant to the provisions of the proviso set forth in Section 2 of this Commitment Letter and to any such person’s affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants and other advisors, on a confidential and need-to-know basis.

The Commitment Parties and their affiliates will use all non-public information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and negotiating, evaluating and contemplating the transactions contemplated hereby and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent the Commitment Parties and their affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation, or compulsory legal process based on the reasonable advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Commitment Parties or any of their affiliates or any related parties thereto (including the persons referred to in clause (f) below) in violation of any confidentiality obligations owing to you, Rhodes, the Investors or any of your or their respective subsidiaries or affiliates or related parties, (d) to the extent that such information is or was received by the Commitment Parties from a third party that is not, to the Commitment Parties’ knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, Rhodes or any of your or their respective affiliates or related parties, (e) to the extent that such information is independently developed by the Commitment Parties without the use of any confidential information and without violating the terms of this Commitment Letter, (f) to the Commitment Parties’ affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who otherwise are informed of the confidential nature of such information and who are subject to customary confidentiality obligations of professional practice or who agree in writing to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (with each such Commitment Party, to the extent within its control, responsible for such person’s compliance with this paragraph)), (g) for the purposes of establishing a “due diligence” defense or (h) to potential or prospective Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to Borrower or any of its subsidiaries, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided that (i) the disclosure of any such information to any Lenders, participants, assignees, hedge providers or prospective Lenders shall be made subject to the acknowledgment and acceptance by such Lender, participant, assignee, hedge provider or prospective Lender that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, which shall in any event require “click through”

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or other affirmative actions on the part of recipient to access such information and (ii) no such disclosure shall be made by such Commitment Party to any person that is at such time a Disqualified Lender. In the event that the Facilities are funded, the Commitment Parties’ and their affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the Facilities Documentation upon the initial funding thereunder to the extent such provisions are binding on such Commitment Party. Otherwise, the confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter and expire and shall be of no further effect after the second anniversary of the date hereof.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto (other than any assignment (i) subject to the limitations set forth in paragraph 3 above, an Initial Lender to any Lender, (ii) occurring as a matter of law pursuant to, or otherwise substantially simultaneously with, the Acquisition, to Rhodes or (iii) by you to Rhodes, any subsidiary of Rhodes, or another newly-formed U.S. domestically organized entity, in each case, prior to or on the Closing Date or otherwise shortly thereafter (provided that in the case of an assignment to Rhodes or any subsidiary of Rhodes, such assignment shall only be permitted on (and subject to the occurrence of) the Closing Date), so long as such entity is, or will be, controlled by the Investors after giving effect to the Transactions and shall (directly or indirectly through a wholly-owned subsidiary) own Rhodes or be the successor to Rhodes and agrees to be bound by the terms hereof and the Fee Letter) without the prior written consent of each other party hereto (such consent not to be unreasonably withheld or delayed) (and any attempted assignment without such consent shall be null and void). This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons to the extent expressly set forth herein) and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Subject to the limitations set forth in Section 3 above, the Commitment Parties reserve the right to employ the services of their affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and shall be subject to the provisions governing the conduct of, the Commitment Parties hereunder. Except as set forth in Section 2 hereof, this Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto), together with the Fee Letter dated the date hereof, (i) are the only agreements that have been entered into among the parties hereto with respect to the Facilities and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Facilities and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER, OR RELATED TO, THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided, however, that it is understood and agreed that (a) the interpretation of the definition of “ Company Material Adverse Effect” (as defined in Exhibit E hereto) (and whether or not a Company Material Adverse Effect has occurred), (b) the determination of the accuracy of any Specified Purchase Agreement Representation and whether as a result of any inaccuracy thereof you (or your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or your affiliates’) obligations under the Purchase Agreement or decline to consummate

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the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Purchase Agreement, in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement of each party to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitment provided hereunder is subject only to conditions precedent as expressly provided herein, and (ii) the Fee Letter is a legally valid and binding agreement of the parties thereto with respect to the subject matter set forth therein.

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

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall only be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby in any New York State or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, 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. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

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

The indemnification, compensation (if applicable), reimbursement (if applicable), jurisdiction, governing law, venue, waiver of jury trial, syndication and confidentiality provisions contained herein and in the Fee Letter and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Initial Lenders’ commitments hereunder; provided that your obligations under this Commitment Letter (except as specifically set forth in the third through seventh paragraphs of Section 3 of this Commitment Letter and the penultimate sentence of Section 4 of this Commitment Letter, and other than your obligations with

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respect to the confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Facilities Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and the Initial Lenders’ commitments with respect to the Facilities hereunder at any time subject to the provisions of the preceding sentence. In addition, in the event that a lesser of amount of indebtedness is required to fund the Transactions for any reason, you may reduce the Initial Lenders’ commitments with respect to the Facilities (on a pro rata basis amongst the Initial Lenders) in a manner consistent with the allocation of purchase price reduction described under paragraph 1 of Exhibit E.

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Lead Arrangers, executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on May 23, 2013. The offer of the Initial Lenders and the Lead Arrangers to provide the commitments and services hereunder will expire at such time in the event that the Commitment Parties have not received such executed counterparts in accordance with the immediately preceding sentence. Upon execution and delivery of this Commitment Letter and the Fee Letter by you at or prior to such time, we agree to hold our commitments to provide the Facilities and our other undertakings in connection therewith available for you until the earliest of (i) after execution of the Purchase Agreement and prior to the consummation of the Transactions, the termination of the Purchase Agreement by you (or your affiliates) or with your (or your affiliates’) written consent (including any of your (or your affiliates’) assignees under the Purchase Agreement) in accordance with its terms (other than with respect to provisions therein that expressly survive termination), prior to closing of the Acquisition, (ii) the consummation of the Acquisition without the funding of the Facilities and (iii) 11:59 p.m., New York City time, on November 23, 2013 (such earliest time, the “Facilities Expiration Date”). Upon the occurrence of any of the events referred to the preceding sentence, the commitments to provide the Facilities and our other undertakings in connection therewith shall automatically terminate unless the Commitment Parties shall, in their discretion, agree to an extension in writing.

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

[Signature Page to Commitment Letter]

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[Signature Page to Commitment Letter]

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[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

EXHIBIT A

Project Rhodes

Transaction Description

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

Rhodes Merger Sub, Inc., a newly created entity organized under the laws of the State of Delaware (“Newco”), formed at the direction of Apax Partners LLP and its affiliates (collectively, the “Sponsor”), intends to acquire (the “Acquisition”), directly or indirectly, the capital stock of an entity previously identified by you as “Rhodes” (“Rhodes”), from the equity holders of Rhodes. Newco intends to consummate the Acquisition pursuant to an Agreement and Plan of Merger, dated as of the date hereof (together with all exhibits, annexes, schedules and other disclosure letters thereto, collectively, as amended, the “Purchase Agreement”) by and among Newco, Holdings and Rhodes, pursuant to which (i) Newco will merge with and into Rhodes (the “Merger”), with Rhodes being the surviving entity of the Merger, with such merged company (the “Merged Company”) existing under the laws of the state of Delaware and (ii) except with respect to certain equity holders who may be given the opportunity to rollover capital stock and/or options of Rhodes into Holdings or a Parent Holdco, the equity holders of Rhodes will receive cash in exchange for their capital stock and/or options in Rhodes (collectively, the “Acquisition Consideration”) and Rhodes will become a wholly-owned direct or indirect subsidiary of Holdings.

In connection with the foregoing, it is intended that:

A-1

The borrower under the Facilities shall be (and the term “Borrower” as used herein shall mean) (i) Newco, prior to the Merger and (ii) the Merged Company, after giving effect to the Merger.

The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”.

A-2

EXHIBIT B

Project Rhodes

Term Facility

Summary of Principal Terms and Conditions¹

B-1

B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

B-12

B-13

B-14

B-15

B-16

B-17

B-18

B-19

B-20

B-21

B-22

B-23

B-24

ANNEX I to Exhibit B

B-I-1

EXHIBIT C

Project Rhodes

ABL Facility

Summary of Principal Terms and Conditions²

C-1

C-2

C-3

C-4

C-5

C-6

C-7

C-8

C-9

C-10

C-11

C-12

C-13

C-14

C-15

C-16

C-17

C-18

ANNEX I to Exhibit C

C-I-1

EXHIBIT D

Project Rhodes

Senior Unsecured Increasing Rate Bridge Loans

Summary of Principal Terms and Conditions³

D-1

D-2

D-3

D-4

D-5

D-6

D-7

ANNEX I to Exhibit D

Extended Term Loans

D-I-1

ANNEX II to Exhibit D

Exchange Notes

D-II-1