Termination Agreement

THIS TERMINATION AGREEMENT (this “Agreement”), dated as of February 14, 2012, is made by and among each of Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees of the trusts listed on Schedule A-1 attached hereto; CIBC Trust Company (Bahamas) Limited, not individually, but solely in its capacity as trustee of the trusts listed on Schedule A-2 attached hereto; Marshall E. Eisenberg, not individually, but solely in his capacity as trustee of the trusts listed on Schedule A-3 attached hereto; John A. Miller, not individually, but solely in his capacity as trustee of the trusts listed on Schedule A-4 attached hereto; John Kevin Poorman, not individually, but solely in his capacity as trustee of the trusts listed on Schedule A-5 attached hereto; Horton Trust Company, LLC, not individually, but solely in its capacity as trustee of the trusts listed on Schedule A-6 attached hereto; Gigi Pritzker Pucker and Edward W. Rabin, not individually, but solely in their capacity as trustees of the trusts listed on Schedule A-7 attached hereto and each of the parties listed on Schedule B attached hereto and Schedule C attached hereto. All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement Relating to Stock (as defined below).

WHEREAS, the undersigned are parties to the Amended and Restated Agreement Relating to Stock, dated as of October 26, 2009, by and among the Stockholders (the “Agreement Relating to Stock”); and

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Termination. Effective upon the full execution and delivery of this Agreement, the Agreement Relating to Stock shall be terminated. Notwithstanding the foregoing, Sections 4 through 19 of the Agreement Relating to Stock shall survive the termination thereof.

2. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

3. Counterparts; Effectiveness. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of signature page of this Agreement by

facsimile or other electronic image scan shall be effective delivery of a manually executed counterpart of this Agreement.

4. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their respective permitted successors and assigns.

5. No Trustee Liability. When this Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Agreement shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, whether express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.

IN WITNESS WHEREOF, the parties hereto have duly executed this Termination Agreement effective as of the date first above written.


By:		/s/ Thomas J. Pritzker
		Thomas J. Pritkzer, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-1


By:		/s/ Marshall E. Eisenberg
		Marshall E. Eisenberg, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-1


By:		/s/ Karl J. Breyer
		Karl J. Breyer, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-1


By:		CIBC Trust Company (Bahamas) Limited, solely as trustee of each of those separate and distinct trusts listed on Schedule A-2

		/s/ Michelle M. Gibson
		Authorized Signatory

		/s/ Carlis E. Chisholm
		Authorized Signatory


By:		/s/ Marshall E. Eisenberg
		Marshall E. Eisenberg, not individually, but solely as trustee of each of those separate and distinct trusts listed on Schedule A-3


By:		/s/ John A. Miller
		John A. Miller, not individually, but solely as trustee of each of those separate and distinct trusts listed on Schedule A-4



By:		/s/ John Kevin Poorman
		John Kevin Poorman, not individually, but solely as trustee of each of those separate and distinct trusts listed on Schedule A-5



By:		Horton Trust Company, LLC, solely as trustee of each of those separate and distinct trusts listed on Schedule A-6

		/s/ John Kevin Poorman
		Authorized Signatory, President



By:		/s/ Gigi Pritzker Pucker
		Gigi Pritzker Pucker, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-7

By:		/s/ Edward W. Rabin
		Edward W. Rabin, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-7

/s/ Thomas J. Pritzker

Thomas J. Pritzker, individually

/s/ Penny Pritzker

Penny Pritzker, individually

/s/ Gigi Pritzker Pucker

Gigi Pritzker Pucker, individually

/s/ Jason Pritzker

Jason Pritzker, individually

/s/ Benjamin Pritzker

Benjamin Pritzker, individually

/s/ David Pritzker

David Pritzker, individually

/s/ Donald Pritzker Traubert

Donald Pritzker Traubert, individually

/s/ Abigail Pritzker Pucker

Abigail Pritzker Pucker, individually

/s/ Rose Pritzker Traubert

Rose Pritzker Traubert, individually



By:		/s/ Ronald D. Wray
		Ronald D. Wray
		Vice President, Treasurer and Secretary



By:		/s/ Ronald D. Wray
		Ronald D. Wray
		Vice President, Treasurer and Secretary



By:		/s/ Ronald D. Wray
		Ronald D. Wray
		Vice President, Treasurer and Secretary



By:		/s/ Ronald D. Wray
		Ronald D. Wray
		Vice President, Treasurer and Secretary


TRUSTS:

The Trusts identified on Schedule A-1, attached hereto


LIMITED LIABILITY COMPANIES:

T11M2 HHC, L.L.C.



G14M2 HHC, L.L.C.



THHC, LLC



GHHC, LLC